Article 1. Definitions
In these General Terms and Conditions, the following terms are used with the following meanings, unless explicitly stated otherwise.General Terms and Conditions:The general terms and conditions as stated herein.G.E.O. Foundation:G.E.O. Foundation, registered with the Chamber of Commerce under number 59366737.Service(s):All services related to executive matching, leadership development, diversity and inclusion advice, including but not limited to connecting LGBTQ+ executives with board and C-suite positions, providing training and coaching, advising on inclusive leadership, and related activities as defined in the agreement between G.E.O. Foundation and the Client.Agreement:Any agreement concluded between G.E.O. Foundation and the Client.Rate:The financial compensation agreed upon with the Client for the execution of the assignment.Client:The party with whom G.E.O. Foundation has an agreement.
Article 2. Applicability
These General Terms and Conditions apply to every Quotation and Agreement concluded between G.E.O. Foundation and the Client, unless parties have explicitly deviated from these General Terms and Conditions in writing.
These General Terms and Conditions also apply to agreements with G.E.O. Foundation for the execution of which third parties must be involved.
Other General Terms and Conditions are excluded.
Deviations from the Agreement and General Terms and Conditions are only valid if they have been explicitly agreed upon in writing with G.E.O. Foundation.
The execution of the agreement is carried out to the best of our ability according to agreements.
Article 3. Quotations
Quotations are made in writing and/or electronically, unless urgent circumstances make this impossible.
Article 4. Formation of Agreement
The Agreement is established through verbal, written and/or telephone agreement between the Client and G.E.O. Foundation.
Article 5. Duration of Agreement
The Agreement is entered into for an indefinite period, but for a minimum of one month, unless the nature of the Agreement dictates otherwise or if parties have explicitly agreed otherwise in writing.
Article 6. Termination of Agreement
G.E.O. Foundation and the Client may terminate the agreement at any time by mutual consent, unless otherwise agreed.
Both G.E.O. Foundation and the Client may terminate the agreement at any time, with due observance of a notice period of two months.
Article 7. Amendment of Agreement
The agreement may be amended if necessary, and becomes valid from the moment these changes are accepted in writing by both parties through an additional or amended Agreement.
Article 8. Rates
Rates are expressed in euros, excluding VAT and other government charges, unless otherwise stated. Rates exclude travel, accommodation, packaging, delivery or shipping costs and administrative costs, unless otherwise stated.
Article 9. Rate Changes
If G.E.O. Foundation agrees upon a fixed rate when concluding the Agreement, G.E.O. Foundation is entitled to increase this rate, even if the rate was not originally given subject to change.
If G.E.O. Foundation intends to change the rate, it will inform the Client as soon as possible.
Article 10. Payment
Payment is made via transfer to a bank account designated by G.E.O. Foundation. This can be done through an online payment system or an invoice. Payment can be made in advance or afterwards. For payment afterwards, this must be done within 14 days after the invoice date, unless otherwise agreed.
Objections to the invoice do not change the payment obligation. If payment is not made within 14 days, the Client is automatically in default. From that moment, the Client owes interest of 2% per month, unless the statutory interest is higher. In case of bankruptcy, suspension of payment or guardianship, all outstanding amounts become immediately due and payable.
Delivery may depend on immediate payment, and G.E.O. Foundation retains ownership of the delivered services until full payment has been made.
Article 11. Collection Costs
If the Client does not fulfill their obligations on time, all reasonable costs to obtain payment are for the account of the Client. This also includes collection costs. G.E.O. Foundation is entitled to compensation of 15% of the outstanding amount, with a minimum of €90 per unpaid invoice. Any judicial costs and execution costs are also for the account of the Client.
Article 12. Suspension
If the Client fails to fulfill an obligation from the agreement, not fully, or not on time, G.E.O. Foundation may suspend its obligations. This may only be done if the shortcoming justifies it. Furthermore, G.E.O. Foundation may suspend its obligations if:
- After concluding the agreement, it appears there are reasons to believe that the Client will not fulfill their obligations.
- The Client was asked to provide security for fulfilling their obligations but fails to do so or does so insufficiently.
- There are circumstances that make it impossible or unreasonable to continue the agreement unchanged.
G.E.O. Foundation reserves the right to claim compensation.
Article 13. Dissolution
If the Client fails to fulfill an obligation from the agreement, not fully, not timely, or not correctly, G.E.O. Foundation may dissolve the agreement immediately, unless the shortcoming is too minor to justify dissolution. G.E.O. Foundation may also dissolve the agreement immediately if:
- After concluding the agreement, it appears there are reasons to believe that the Client will not fulfill their obligations.
- The Client was asked to provide security for their obligations but fails to do so or does so insufficiently.
- Due to delay on the part of the Client, the agreement can no longer be executed according to the agreed conditions.
- There are circumstances that make it impossible or unreasonable to continue the agreement.
- The Client is declared bankrupt, applies for suspension of payment, falls under debt restructuring, or seizure is placed on their property.
- The Client is placed under guardianship or dies.
Dissolution takes place through written notification and without judicial intervention.
Upon dissolution, all claims of G.E.O. Foundation on the Client become immediately due and payable. G.E.O. Foundation is not responsible for costs or compensation upon dissolution. If the dissolution is attributable to the Client, the Client is obliged to compensate G.E.O. Foundation’s damages.
Article 14. Investigation and Complaints
Investigation and Complaints
The Client is obliged to check the delivered services and products immediately upon execution, or at least within 14 days after execution. This must establish whether the quality and quantity correspond with what has been agreed and what can reasonably be expected.
- Visible defects must be reported to G.E.O. Foundation in writing within 5 days after execution.
- Non-visible defects must be reported in writing within 5 days after discovery.
- If defects are not reported within the mentioned periods, the right to (partial) refund, repair, replacement or compensation expires, unless a longer period is justified by the nature of the service or circumstances.
The Client remains obliged to pay, even if a defect is reported to G.E.O. Foundation within the set period.
Article 15. Liability
G.E.O. Foundation is only liable for damage that directly results from intent or conscious recklessness of G.E.O. Foundation. This liability applies exclusively to direct damage, such as material damage to the Client’s property, reasonable costs incurred by the Client to determine the cause and extent of the damage, and reasonable costs to prevent or limit damage, provided these demonstrably contributed to limiting the damage. This also includes reasonable costs incurred by the Client to obtain satisfaction out of court.
G.E.O. Foundation is not liable for indirect damage, including consequential damage, lost profit, lost savings, business stagnation or immaterial damage. Furthermore, G.E.O. Foundation cannot be held liable for the consequences of actions or decisions executed on behalf of the Client, as G.E.O. Foundation always acts on behalf of the Client and the Client remains responsible for the consequences of these actions.
If G.E.O. Foundation is liable, compensation is limited to the amount paid out by professional liability insurance. If no insurance applies or no amount is paid out, liability is limited to the invoice amount of the relevant agreement.
Images, photos, colors, drawings and descriptions on the website or in catalogs are only indicative. They cannot be used as a basis for a claim, compensation, dissolution or suspension of the agreement. G.E.O. Foundation is also not responsible for mutilation, destruction, theft or loss of data, unless this is directly attributable to intent or conscious recklessness of G.E.O. Foundation.
The Client is obliged to report damage as soon as possible, but no later than 10 days after discovery, in writing to G.E.O. Foundation. If this reporting obligation is not met, the right to compensation expires.
The right to compensation expires completely twelve months after the moment when the Client was or could reasonably have been aware of the damage.
Article 16. Limitation Period
For all claims against G.E.O. Foundation and third parties engaged by G.E.O. Foundation, deviating from statutory limitation periods, a limitation period of one year applies.
Article 17. Intellectual Property
G.E.O. Foundation retains all rights to work resulting from the services, as determined in the Copyright Act and other relevant legislation. Knowledge gained during the execution of work may be used by G.E.O. Foundation for other purposes, provided no confidential information is shared with third parties.
The Client only receives the usage rights explicitly recorded in the agreement or general terms and conditions. Without written permission, it is not permitted to copy, publish, or make changes to G.E.O. Foundation’s work in statements about intellectual property rights or confidentiality.
G.E.O. Foundation may take technical measures to protect the work. It is not permitted to remove or circumvent these protections, unless the law explicitly permits this.
Article 18. Confidentiality & Data Agreement
G.E.O. Foundation processes data exclusively on behalf of the Client and within the framework of applicable laws and regulations, such as the General Data Protection Regulation (GDPR). All data provided by the Client or collected in the context of service provision remains the property of the Client. G.E.O. Foundation uses this data only for the agreed purposes and will not share it with third parties without the Client’s consent, unless legally required.
G.E.O. Foundation commits to confidentiality of all data and information received from the Client in the context of the agreement. This confidentiality obligation applies both during the term of the agreement and after its termination. Appropriate technical and organizational measures are taken to protect the Client’s data against loss, theft, unauthorized access and unlawful processing.
At the end of the agreement, G.E.O. Foundation deletes or returns all Client data, unless otherwise agreed or legally required. The Client has the right to see at any time which data is being processed and how it is protected.
In case of a data breach or security breach, G.E.O. Foundation will inform the Client as soon as possible. This includes information about the nature of the breach, the affected data, and the measures taken to limit the consequences.
When G.E.O. Foundation engages third parties to process data on behalf of the Client, it remains responsible for compliance with agreements and the GDPR. The Client is informed in advance about the use of such sub-processors. Any changes in data processing are only implemented after consultation and written consent from the Client.
G.E.O. Foundation is not liable for damage resulting from data processing, unless this damage is the direct result of intent or gross negligence. The obligations from this clause are intended to ensure the confidentiality and integrity of the Client’s data.
Article 19. Amendment of General Terms and Conditions
G.E.O. Foundation has the right to unilaterally amend the general terms and conditions. These amendments also apply to already concluded agreements. The Client will be informed of the amendments by email at least 30 days in advance.
If the Client does not agree with the amendments, they have the right to dissolve the agreement within this period. After the expiry of the 30 days, the amendments automatically take effect.
Article 20. Applicable Law and Disputes
Dutch law exclusively applies to all legal relationships in which G.E.O. Foundation is a party. This also applies if the agreement is executed wholly or partially abroad or if the Client has its place of business abroad.
Article 21. Privacy
Information about our privacy policy can be found here.