General terms and conditions
These are the General Terms and Conditions of HR DYNAMICS (hereinafter referred to as “HR DYNAMICS”), a company having its registered office at Diamant, 37, Berkel en Rodenrijs. HR DYNAMICS is registered at the Trade Register of the Chamber of Commerce under number.

Definitions
In these General Terms and Conditions the following terms have the subsequent meaning unless explicitly stated otherwise.

Terms and Conditions: these general terms and conditions.
Company: the Counterparty acting in the conduct of a business or profession.
CC: the Dutch Civil Code (Burgerlijk Wetboek).
Consumer: the Counterparty not acting in the conduct of a business or profession.
Assignment: All activities, in any form, performed by HR DYNAMICS for (the benefit) of the Counterparty.
Agreement: each agreement concluded between HR DYNAMICS and the Counterparty.
Counterparty: the party that has accepted these Terms and Conditions and has given instructions to perform an Assignment. The Counterparty can be a Company or Consumer.
Unless the Terms and Conditions explicitly state otherwise, the singular shall include the plural and
vice versa, and reference to the male form shall include the female form and vice versa, in relation to
the interpretation of the Terms and Conditions.

Applicability
1. These Terms and Conditions are applicable to all offers and Agreements made between HR
DYNAMICS and the Counterparty unless the parties have expressly waived these Terms and
Conditions in writing.
2. These Terms and Conditions are also applicable to agreements with HR DYNAMICS, where
third parties should be involved for the fulfillment of the agreement.
3. The applicability of terms and conditions of the Counterparty is hereby excluded explicitly.
4. Deviations of the Agreement and Terms and Conditions shall only be valid in case these have
been explicitly agreed upon in writing.

Offers
1. All offers where the contrary has not been explicitly stated, qualify as a non-committal offer
and can always be revoked, also if it includes a term for acceptance. Offers can also be
revoked within seven days after receipt by HR DYNAMICS, in which case no agreement will
be concluded.
2. All offers of HR DYNAMICS are valid for a period of 2 weken , unless indicated otherwise.
3. HR DYNAMICS shall not be bound to his offers when the Counterparty, based on
reasonableness and fairness (redelijkeheid en billijkheid) and in general accepted principles
(in het maatschappelijk verkeer gangbare opvattingen), should have understood that the offer
(in whole or in part) contains an obvious mistake or error.
4. In the event the acceptance (whether on minor points or not) deviates from the offer, HR
DYNAMICS shall not be bound to such acceptance. Unless HR DYNAMICS states otherwise,
the Agreement will not be concluded in accordance with such deviating acceptance.

Conclusion of the agreement
1. The Agreement is concluded by the acceptance of the Counterparty of the offer of HR
DYNAMICS.
2. Offers can only be accepted in writing (including those made through electronic means). HR
DYNAMICS is nonetheless entitled to acknowledge a verbal acceptance as if this would have
been made in writing.
3. The Agreement is concluded upon receipt of a confirmation of assignment
(opdrachtbevestiging) from the Counterparty by HR DYNAMICS, the Agreement between the
parties is concluded, or upon the effective start of the execution by HR DYNAMICS.
4. The Agreement replaces all previous proposals, correspondence or other communication, in
writing or verbally.

Performance of the agreement
1. The Agreement will be performed by HR DYNAMICS to the best of its knowledge and ability,
and in accordance with good professional practice. The activities to be performed are subject
to a best efforts obligation on the part of HR DYNAMICS. The application of article 7:404,
7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
2. HR DYNAMICS determines how and by whom the Assignment is performed. HR DYNAMICS
is authorized to let third parties carry out certain tasks.
3. HR DYNAMICS is authorized to perform the Agreement in phases. In case the Agreement is
performed in phases, HR DYNAMICS is entitled to invoice each executed part separately. If,
and as long as an invoice is not paid by the Counterparty, HR DYNAMICS is not required to
perform the next phase and is authorized to suspend (opschorten) the performance of the
Agreement.HR DYNAMICS
4. HR DYNAMICS is entitled to holiday days which are communicated in advance, despite the
any minimum hours included in the Agreement.

Changes and additional work
1. If during the performance of the Agreement it appears to be necessary to change or
supplement the Agreement for an adequate execution HR DYNAMICS will inform the
Counterparty as soon as possible. Parties will proceed changing the Agreement timely and in
consultation with each other.
2. If the parties agree that the Agreement needs to be changed/supplemented, the time to
completion of the performance can be influenced by this. The Counterparty will be informed
accordingly by HR DYNAMICS as soon as possible.
3. If the changes or supplement to the Agreement will have financial, quantitative and/or
qualitative consequences, the Counterparty will be informed of this by HR DYNAMICS in
advance.
4. If a fixed fee or fixed price is agreed upon, HR DYNAMICS will indicate to what extend the
changes/supplement of the Agreement impacts the fee/price. In this case HR DYNAMICS will
try – to the extend possible – to provide a quotation in advance.
5. HR DYNAMICS will not be entitled to charge additional costs in case the changes/supplement
are due to circumstances attributable to HR DYNAMICS.
6. Changes made to the original Agreement shall only be valid once these changes are accepted
by both parties by means of a supplementary or changed agreement.

Obligations Counterparty
1. The Counterparty makes sure that all information, equipment or spaces required for the
performance of the Agreement as indicated by HR DYNAMICS, or which the Counterparty
should reasonably understand are required for the performance, are available in time. In
addition, the Counterparty needs to provide all rights and authorizations to HR DYNAMICS
that are required to execute the Assignment adequately.
2. HR DYNAMICS is not liable for any damages, of any kind, as a result of using incorrect and/or
incomplete information provided by the Counterparty with respect to the performance of the
Agreement, unless this inaccuracy or incompleteness should be known by HR DYNAMICS.
3. The Counterparty will ensure that the employees of the Counterparty’s organization who are
involved in the activities, are available in time.
4. The Counterparty should refrain from conduct which makes it impossible for HR DYNAMICS
to properly execute the Assignment.
5. In case HR DYNAMICS or involved third parties by HR DYNAMICS carry out activities in
relation to the Assignment at the Counterparty’s location or a location designated by the
Counterparty, the Counterparty will provide the reasonably desired facilities without any costs.
6. In case the Counterparty fails to meet its obligations as referred to in this article, HR
DYNAMICS has the right to suspend the execution of the Agreement and/or charge the
Counterparty for the extra costs, in accordance with the market prices or fees, incurred due to
the delay.

Cancellation
1. HR DYNAMICS is, at all times, entitled to change the workshop or training date or to cancel
the Assignment. HR DYNAMICS shall inform the Counterparty accordingly as soon as
possible. To the extent possible, HR DYNAMICS will offer a new workshop or training. In the
event this is not possible, any sums already paid by the Counterparty to HR DYNAMICS will
be refunded by HR DYNAMICS.
2. Cancellation of the Assignment by the Counterparty is only possible in accordance with the
following provisions:
a. Cancellation is only possible in writing;
b. 50% of the amount must be paid, in case of cancellation less than 1 week prior to the start
of the workshop or training; and
c. The Counterparty is required to pay the full amount, in case of cancellation less than 72
uur prior to the start of the workshop or training.
3. In case the Counterparty cancels or postpones the execution of a workshop or training, the
costs charged by the workshop or training venue to HR DYNAMICS in case of cancellation or
postponement are for the account of the Counterparty.
4. In the event of cancellation, the Counterparty is entitled to let someone else take part in the
workshop or training instead.
5. Any sums paid already after deduction of the amount due to cancellation will be, to the extent
possible, deducted by HR DYNAMICS from the fees for a new workshop or training. In case
this is not possible, the amount will be refunded by HR DYNAMICS to the Counterparty.
6. In the event of misconduct by a person or if a person is violating the applicable order- and
safety measures, HR DYNAMICS is authorized to refuse this person access to the workshop
or training without the obligation to refund the payments made for the workshop or training.

Rates
1. The by HR DYNAMICS indicated rates and prices are excluding VAT, unless explicitly agreed
otherwise in writing.
2. The rates and prices are excluding shipment-, travel-, accommodation and other expenses, unless
otherwise agreed.
3. In case no rate or price was explicitly agreed upon, the applicable rate or price will be determined
based on the actual hours worked and the usual rates of HR DYNAMICS.
4. Prior to concluding the Agreement, HR DYNAMICS shall promptly provide the Counterparty with
an overview of all additional costs, or shall provide information based on which these costs can be
charged to the Counterparty.
5. In case HR DYNAMICS agreed a fixed rate or price upon concluding the Agreement, HR
DYNAMICS is entitled to increase these, even in the event such rate or price was not provided
under conditions/with reservation.
6. In the event HR DYNAMICS intends to change the rate or price, it shall inform the Counterparty
accordingly as soon as possible
7. In case the increase of the rate or price takes place within three months after concluding the
Agreement, the Counterparty is entitled to cancel (ontbinden) the Agreement by a written
notification, unless:
a. the increase derives from an authorization or a legal obligation of HR DYNAMICS under
the laws of The Netherlands;
b. the increase is due to an increase of the price of raw materials, taxes, production costs,
exchange rates, wages etcetera or for other reasons that could not have been reasonably
foreseen upon conclusion of the Agreement;
c. HR DYNAMICS is prepared to execute the Agreement in accordance with originally
agreed provisions; or
d. it has been stipulated that the execution will take place longer than three months after
concluding the Agreement.

Payment
1. Payment shall be made by means of a transfer into a bank account indicated by HR
DYNAMICS, unless otherwise agreed.
2. HR DYNAMICS will send an invoice for the amounts payable by the Counterparty. The
payment period of each invoice is 2 weken after the date of the invoice, unless indicated
differently on the invoice or otherwise agreed.
3. Invoicing takes place on a maandelijks, unless otherwise agreed.
4. HR DYNAMICS and the Counterparty may agree that the payments will take place in
installments in line with the progress of the work. If payment in installments is agreed, the
Counterparty must pay in accordance of the installments and percentages as included in
Agreement.
5. Objections with respect to the amount stated in the invoice do not suspend the Counterparty’s
obligation to fulfill the payment.
6. The Counterparty may not set off (verrekenen) any amounts with the amount to be paid in
relation to an alleged counterclaim.
7. In the event of non-payment or an overdue payment, the Counterparty will be in default
(verzuim) without any notice of default being required. As from the date such payment is due
the Counterparty is required to pay the statutory (commercial) interest rate until the date of full
payment. Interest accrued in relation to a part of a month shall be calculated for a full month.
8. All payments received from the Counterparty shall be applied (i) first to the payment of all
costs, expenses and accrued and unpaid interest and (ii) second to the repayment of the
oldest overdue invoices, even if the Counterparty states that such payment relates to other
invoices overdue.
9. In the event the Counterparty is in default due to breaching its obligations, the Counterparty
shall be liable for all reasonable extrajudicial costs incurred in relation to obtaining payment.
10. With respect to all extrajudicial (collection) costs HR DYNAMICS, to the extent the
Counterparty acts in the capacity of a Company, is entitled to a compensation of 15% of the
total principal amount outstanding with a minimum of €100 for each invoice which has not
been paid in full or in part.
11. With respect to all extrajudicial (collection) costs HR DYNAMICS, to the extent the
Counterparty acts in the capacity of a Consumer, is entitled to the maximum statutory
compensation as stated in the extrajudicial collection costs Decree (Besluit vergoeding voor
buitengerechtelijke incassokosten).
12. To the extent the Counterparty acts in the capacity of a Consumer, HR DYNAMICS is only
entitled to compensation of the extrajudicial (collection) costs once HR DYNAMICS has sent a
written notice to fulfill the payment(s) within 14 days to the Counterparty upon the occurence
of default.
13. In the event of bankruptcy (faillissement), suspension of payments (surséance van betaling),
liquidation, seized assets, death or guardianship the claims of HR DYNAMICS and the
obligations of the Counterparty towards HR DYNAMICS shall be immediately due and
payable.
14. Any reasonably incurred judicial and enforcement costs shall be for the account of the
Counterparty as well.

Complaints
1. Upon performance of the Assignment, or at least within 7 days after completion, the
Counterparty shall examine whether the performed Assignment meets the Agreement.
2. Complaints should be reported to HR DYNAMICS in writing within 7 days after performing the
Assignment.
3. The right to a (partial) refund of the price, replacement or compensation for damages expires if
a complaint is not reported within the prescribed term, unless an extended term arises from
the nature of the Assignment or the circumstances of the situation.
4. The payment obligation shall not be suspended in the event the Counterparty informs HR
DYNAMICS of the complaint within the prescribed term.

Force majeure and unforeseen circumstances
1. Notwithstanding anything in these Terms and Conditions to the contrary, neither party shall be
liable to the other party for any failure to perform or delay in the performance of any obligation
under the Agreement when such failure to perform or delay in performance is caused by
unforeseen circumstances or due to any cause or condition beyond the reasonable control of
the party. In such event the parties are not required to comply with the obligations under the
Agreement.
2. In addition to the interpretation of this concept under the laws of The Netherlands and case
law, the term “force majeure” under these Terms and Conditions shall include all external
causes, foreseen or unforeseen, beyond the reasonable control of HR DYNAMICS due to
which HR DYNAMICS is unable to comply with its obligations.
3. Force majeure in relation to HR DYNAMICS shall in any case include:
a. strikes;
b. transport disruptions;
c. acts of government that prevent HR DYNAMICS from timely and/or proper fulfillment
of its obligations;
d. riots, civil disturbance, wars,
e. traffic obstructions;
f. labor difficulties;
g. extreme weather conditions;
h. fire;
i. embargoes or inability to obtain supplies; and/or
j. any circumstances which obstruct the normal course of business resulting in the fact
the performance of the Agreement by HR DYNAMICS cannot be reasonable expected
by the Counterparty.HR DYNAMICS.

Termination
1. Parties may terminate the Agreement at any time by mutual agreement.
2. Parties may prematurely terminate the Agreement in writing with a notice period of 2 weken.
3. Parties may terminate the Agreement with immediate effect in writing, in case of:
a. application by or granting to the other party of suspension of payment;
b. petition of bankruptcy (faillissement) by, or declaration of bankruptcy (faillietverklaring)
of, the Counterparty;
c. liquidation of the Counterparty or non-timely discontinuation of the enterprise of the
Counterparty; or
d. administration order (onderbewindstelling), guardianship (curatele) or debt
restructuring (schuldsanering) within the meaning of the Natural Persons Debt
Restructuring Act (WSNP) of the Counterparty.
4. In case the Agreement shall be dissolved, the payments owned by the Counterparty to HR
DYNAMICS are immediately due and payable. If HR DYNAMICS suspends the fulfillment of the
obligations, it will retain its claims pursuant to the laws and the Agreement. HR DYNAMICS will
always retain the right to demand damage compensation.
5. The provisions of the Terms and Conditions and the Agreement, which expressly or due to their
nature are intended to remain in force after termination of this Agreement or the performance of
the Assignment, shall remain in full force.

Liability
1. HR DYNAMICS is only liable for direct damage caused deliberately or as a result of gross
negligence of HR DYNAMICS, and limited to the amount paid out or covered by the insurance
to HR DYNAMICS or limited to a one-off payment of the amount specified in the invoice.
2. Direct damage is exclusively understood as:
a. the reasonable costs of ascertaining the cause and scope of the damage, to the extent the
determination is related to damage as referred to in the Terms and Conditions;
b. any reasonable costs incurred to repair the failure in the performance by HR DYNAMICS
in order to meet the Agreement insofar as this can be attributed to HR DYNAMICS; or
c. reasonable costs incurred to prevent or limit damage, to the extent the Counterparty is
able to demonstrate that these costs have led to a limitation of direct damage as referred
to in the Terms and Conditions.
3. HR DYNAMICS shall not be liable for any indirect damage, including consequential loss, loss
of profits, lost savings and damage caused by interruption of operations, loss as a result of
providing insufficient cooperation and/or information to the Counterparty, damage as a result
of information or advice provided by HR DYNAMICS, of which the contents do not explicitly
form part of the Agreement and all damages which are not covered by direct damage as
referred to in these Terms and Conditions.
4. HR DYNAMICS shall not be liable for mistakes in the material provided by the Counterparty or
for misunderstandings or mistakes with respect to the performance of the Agreement if these
are the result of actions of the Counterparty, such as late or non-delivery of complete, sound
and clear information/materials.
5. HR DYNAMICS shall not be liable for mistakes in the event the Counterparty has already
given approval, or has had the opportunity to carry out an inspection and has expressed no
desire for such an inspection.
6. The liability restrictions set out in this article also apply to third parties appointed by HR
DYNAMICS for the performance of the Agreement, and HR DYNAMICS shall not be liable for
damages caused by failures of such third parties.
7. HR DYNAMICS shall not be liable for damage or loss of documents during transportation or
mailing regardless whether these were transported or mailed by or on behalf of HR
DYNAMICS, the Counterparty or third parties.

Indemnification
1. The Counterparty indemnifies HR DYNAMICS, to the extent permitted by law, against liability
towards one or more third parties, arisen from and/or connected to the performance of the
Agreement, irrespective of whether the damage is caused or inflicted by HR DYNAMICS or by
the third parties appointed by HR DYNAMICS (hulppersonen), by auxiliary materials or the
completed Assignment.
2. In addition, the Counterparty indemnifies HR DYNAMICS, to the extent permitted by law,
against all liabilities from third parties in connection with any infringement of Intellectual
property rights of these third parties.
3. The Counterparty is always required to use its best efforts to limit the damage to a minimum.

Intellectual property
1. All intellectual property rights to all the provided products, materials, analyses, designs,
software, documentation, opinions, reports, quotes, (electronic) information and preparatory
material thereof (together the “IE Material”), developed or provided as part of the Agreement,
are owned exclusively by HR DYNAMICS or its licensors.
2. The Counterparty’s sole rights and authorizations with respect to the IE Material derive from
the Agreement and/or are expressly conferred in writing.
3. The Counterparty is not entitled to transfer any obtained rights or authorizations regarding the
IE Material to third parties without prior written consent of HR DYNAMICS.
4. The Counterparty is not entitled to remove or alter any designation concerning intellectual
property rights such as copyrights, trademarks or trading names from the IE Material.
5. Each exploitation, reproduction, utilization or publication of the IE Material by the Counterparty
outside the scope of this Agreement or rights and authorizations granted, will be regarded as a
violation of the intellectual property of HR DYNAMICS.
6. In case the Counterparty has received expressly written consent of HR DYNAMICS for the
exploitation, reproduction, utilization or publication of the IE Material outside the scope of this
Agreement or granted rights and authorities, this shall not constitute as an infringement of
intellectual property rights.

Privacy
1. HR DYNAMICS respects the privacy of the Counterparty. HR DYNAMICS handles and
processes all personal data provided in accordance with the applicable legislation, specifically
the Personal Data Protection Act (Wet Bescherming Persoonsgegevens). The Counterparty
agrees with this handling. HR DYNAMICS applies appropriate security measures for the
protection of personal data of the Counterparty.
2. HR DYNAMICS HR DYNAMICSwill use the personal data of the Counterparty exclusively for
the performance of the Agreement or to deal with a complaint.
3. For more information with respect to privacy we refer to Privacy Verklaring which can be
reviewed on the website of HR DYNAMICS.

Expiration term
All claims and/or authorizations which the Counterparty may have against HR DYNAMICS and/or any
third parties appointed by HR DYNAMICS have, by way of derogation from statutory limitation period
(verjaringstermijn), a limitation period of one year starting upon the occurrence of an event resulting in
gaining such claims and/or authorizations by the Counterparty against HR DYNAMICS and/or any
third parties appointed by HR DYNAMICS.

Changes to parties
1. The Counterparty is not entitled to transfer its rights and obligations under the Agreement to
any third party without the prior written consent of HR DYNAMICS.
2. HR DYNAMICS is entitled to impose conditions in relation to such consent.

Final provisions
1. Any deviations from these Terms and Conditions can only be agreed in writing. No rights shall
derive from such deviations with regards to legal relationships entered into subsequently.
2. The administration of HR DYNAMICS is considered, subject to counter-evidence, as proof of
the requests made by the Counterparty. The Counterparty recognizes that electronic
communication may serve as proof.
3. In case and to the extent that any provision of these Terms and Conditions and/or the
Agreement will be declared invalid or unenforceable under the applicable legislation and
regulations, the other provisions or parts of the provisions will continue to apply. HR
DYNAMICS replace the provision in question with a valid and enforceable provision that
differs as little as possible from the original provision.
4. The place of performance of the Agreement shall be deemed the place where HR DYNAMICS
is located.

Governing law and jurisdiction
1. These Terms and Conditions and the Agreement, and all non-contractual rights and
obligations arising thereto, are governed by and will be interpreted in accordance with the laws
of The Netherlands.
2. All disputes between HR DYNAMICS and the Counterparty related to these Terms and
Conditions and the Agreement, or the agreements concluded in the performance of or in
connection with these Terms and Conditions and the Agreement, will be submitted exclusively
to the competent court of Rotterdam.

HR DYNAMICS