General Terms and Conditions.
v1.0
Effective date: June 20th, 2019
These Terms and Conditions are the standard terms for provision of services by Environmental Path, a sole proprietorship, registered in the Netherlands Chamber of Commerce under number 97231630, whose registered address is Filipijnen 20, 3524JN Utrecht, the Netherlands.
1. Definitions and Interpretations
“Environmental Path” refers to Environmental Path, a sole proprietorship, registered in the Netherlands Chamber of Commerce under number 97231630, whose registered address is Filipijnen 20, 3524JN Utrecht, the Netherlands
“Offer” refers to a definite proposal made by Environmental Path to the Client for intended execution of services.
“Client” refers to any legal entity engaging Environmental Path for Services under these Terms.
“Services” refers to the work to be performed by Environmental Path, as specified in the Agreement
“Agreement” refers to the contract formed between Environmental Path and the Client, including these Terms and any proposal, quote, or scope of work.
“Intellectual property rights” (“IP rights”) refers to copyright and related rights, designs, patents, trade names and trade marks, domain names, and all other intellectual property rights. This includes all such rights, whether they are registered or unregistered, and the rights to apply for renewals or extensions of those rights where relevant.
2. Applicability and Acceptance
2.1 These Terms apply to all offers and agreements by Environmental Path, unless explicitly agreed otherwise in writing.
2.2. General purchase- or other conditions of the Client are not applicable to the legal relationship between the Client and Environmental Path and are hereby declined.
2.3. If one or more stipulations in these General Terms and Conditions are at any time wholly or partially invalid or void, then the other provisions of these General Terms and Conditions remain fully applicable,
2.4. These Terms, together with the accepted Offer or signed Agreement, constitute the entire agreement between the parties and supersede all prior discussions, agreements, or communications.
2.5 By signing an offer, proposal, issuing a purchase order, instructing work to begin, or making payment, the Client is deemed to have accepted these Terms.
2.6. The General Terms and Conditions can be found at www.environmental-path.com/termsandconditions.
3. Scope of Services, offer and Agreement
3.1 The Services to be delivered shall be defined in writing through an Offer or project proposal.
3.2. All Offers are valid for 60 calendar days, unless stipulated otherwise in the Offer
3.3. Upon acceptance of the Offer, the Agreement is concluded. A written request by the Client for the execution of any part of the Services shall be deemed acceptance of the Offer.
3.4 Once the Agreement (including all annexes) is concluded, this contains all agreements that Environmental Path has made with the Client concerning the Services. Modifications to the agreed scope must be confirmed in writing by both sides.
3.5 The Client may use the Offer (including changes, additions or deviations) to determine whether Environmental Path will be awarded the assignment in performing Services. If no Agreement is concluded, Environmental Path retains all rights with regard to the contents of the Offer.
3.6 Environmental Path will perform the Services with reasonable care, skill, and professionalism in accordance with applicable industry standards. Any guarantees for an intended result are not given.
3.7. Environmental Path will execute the Services within the agreed estimated term. The term commences upon delivery of all necessary information and supplies by the Client to Environmental Path. If Environmental Path receives these supplies and information later than agreed, the term stated in the Agreement will be extended for the execution of the Services for at least the duration of this delay. Environmental Path can also charge the Client for the additional costs arising from the delay according to the usual rates stated in the Offer.
3.8. If this term is exceeded, the parties will consult to determine a new term. Environmental Path will only be in default after the Client has instructed Environmental Path in writing to comply with one or more of its obligations under the Agreement within a reasonable period of time and that period has expired unused.
3.9. If Services or parts thereof are to be performed at the location chosen by the Client, Client is required to provide Environmental Path with an adequate workspace and communication facilities free of charge.
3.10 The Client guarantees the correctness, completeness and reliability of the information and documents made available to Environmental Path, also if these come from third parties.
3.11 Environmental Path may record training sessions for internal quality or documentation purposes with prior notice. Use of recordings for external communication shall be agreed by the parties and written consent of the participants shall be collected prior to making materials public.
4. Fees and Payment
4.1 Fees may be calculated hourly or on a fixed project basis, as agreed, and indicated in the Offer.
4.2. Fees indicated in the Offer based on hourly calculations are non-binding indication of the price for the Services, excluding the expenses incurred by Environmental Path (in consultation with the Client). The final fee for the Services will be determined and invoiced on the basis of a subsequent calculation. Environmental Path is entitled to index that part of the price for the Assignment not yet invoiced, in accordance with the annual adjustment of the rates used by Environmental Path.
4.3. Fees indicated in the Offer on a fixed project basis are final fees, excluding the expenses incurred by Environmental Path (in consultation with the Client), unless changes into scope of work are introduced.
4.4. In case of the change of scope of work, stipulated in the Agreement, Environmental Path will determine and invoice the Client for the additional costs incurred on the basis of a subsequent calculation and the Client is obligated to pay these additional costs.
4.5 All fees stated in Offers are exclusive of VAT and other applicable taxes.
4.6 Invoices are payable within 30 calendar days of the invoice date.
4.7 If payment is not made on time, Environmental Path may charge statutory commercial interest (Article 6:119a Dutch Civil Code) and recover any reasonable legal and collection costs.
5. Confidentiality and Data Protection
5.1 Each party agrees to keep confidential all information marked or reasonably understood as confidential, including business information, methodologies, data, and reports.
5.2 Environmental Path shall comply with the General Data Protection Regulation (GDPR) when handling personal data.
5.3. The confidentiality obligation does not apply to information which:
5.3.1 is not specific to the Client
5.3.2 become public or included in the public domain
5.3.3 was lawfully received from other sources without use of data from the other party
5.3.4 refers to the intellectual property of Environmental Path and cannot be traced back to the Client
5.4 Parties are not obliged to confidentiality if:
5.4.1 Disclosure is necessary to correct misunderstandings that have arisen from other party’s disclosure of any outcome related to the executed Services
5.4.2 Parties detect serious danger to persons or objects if the information is not disclosed
5.4.3 Parties are obliged to provide information pursuant to a decision by a court or public supervisory body.
5.5 In consultation, parties may determine information as non-confidential or reasonably requiring disclosure in compliance with stipulations of para. 5.4
5.6 In the event a party discovers an infringement of confidentiality and data protection, the party must notify another party as quickly as possible
6. Intellectual Property
6.1 The Client retains all intellectual property rights and information which was not developed or created in the context of the Agreement, even if it was made available in the context of Services execution.
6.2 Environmental Path retains all intellectual property rights in its pre-existing and independently developed tools, models, calculation frameworks, templates, training materials, and methodologies.
6.3. Environmental Path retains all intellectual property rights to the specific outputs, training materials, presentation decks, recordings, supporting content, reports, and results developed for the Client, unless specified otherwise under the Agreement
6.3. Environmental Path obtains the right to use IP of the Client delivered for execution of Services as necessary for the execution of the Assignment
6.4 The Client is granted a non-exclusive, non-transferable, revocable right to use the deliverables internally for the agreed purpose only.
6.5. Outputs of Services execution, preliminary, intermediate or final, are intended solely for the Client’s own use. Any other use requires written consent of Environmental Path.
6.6 The Client may not reproduce or disclose materials owned by Environmental Path to third parties without prior written consent. The Client shall not copy, record, share, or distribute training content without written consent.
6.7 Commercial use of the IP owned by Environmental Path requires a written consent of Environmental Path, including when this is part of any outcome of the Services. Such consent may be subject to further conditions.
6.8 Environmental Path is entitled to reference the work performed for the Client to potential clients only in to illustrate the experience.
6.9 In the event a party discovers an infringement on Intellectual Property rights, the party must notify another party as quickly as possible.
7. Third-Party Use and Reliance
7.1 The deliverables are prepared solely for the Client’s internal use.
7.2 No third party may rely on the deliverables without the prior written consent of Environmental Path.
7.3 Environmental Path shall not be liable for damages resulting from third-party use or misinterpretation of deliverables.
8. Warranties and Disclaimers
8.1 Environmental Path will provide Services to the best of its knowledge and abilities but does not guarantee specific results or outcomes.
8.2 All Services are based on data and information available at the time of execution and on assumptions Environmental Path considers reasonable and appropriate.
8.3 Environmental Path makes no warranty as to fitness for a particular purpose unless expressly agreed in writing.
9. Limitation of Liability
9.1 Environmental Path’s liability is limited to direct damages caused by proven negligence, up to the total amount invoiced and paid for the relevant project.
9.2 Environmental Path shall not be liable for:
9.2.1 any indirect, consequential, or incidental damages, including loss of profit, business interruption, reputational harm, or data loss.
9.2.2 any damages or loss of the Client arising as a result of the application or use of any outcome of the Services
9.2.3 any damages or loss arising from incorrect or incomplete information provided by the Client
9.2.4 any damages or loss arising from defects in products supplied to Environmental Path by third parties, including goods, software, and services.
9.2.5 any damages or loss arising from application or use of any outcome of the Services that infringes third party rights
9.3 Claims must be submitted in writing within one year of the event giving rise to liability
9.4 Environmental Path shall not be liable for damages resulting from use or misinterpretation of deliverables, including by the Client and third parties
9.5. The Client will fully indemnify Environmental Path against any claims of third parties for damages or loss which result from application or use of any outcome of the Assignment by the Client or by any third party to whom the Client has made such outcome of the Assignment available, unless such outcome was the result of wilful intent or gross negligence of Environmental Path.
9.6. Environmental Path will not be bound to any restrictions of the Client (resulting from the Agreement or otherwise) that serve to limit the liability of the Client wholly or partly.
10. Force Majeure
10.1 Neither party shall be liable for delays or non-performance resulting from force majeure events beyond their reasonable control, including but not limited to natural disasters, pandemics, strikes, or government measures.
10.2 If a force majeure event continues for more than 60 calendar days, either party may terminate the Agreement in writing without further liability.
10.3 The affected party shall notify the other party as soon as reasonably possible.
11. Termination
11.1 The Agreement will continue for an indefinite period and terminates upon delivery of the outcomes of the Services and full payment of the price. The Agreement will terminate by law and without obligation of Environmental Path to pay damages, if:
a. the Client is declared bankrupt;
b. the Client is granted (temporary) suspension of payment;
c. the Client’s business is liquidated or wound up, or;
d. prejudgment or executory attachment is levied on substantial part of the Client’s tangible and/or intangible assets or other goods.
11.2 Environmental Path may terminate the Agreement immediately in the event of material breach or non-payment.
11.3 If a party fails to fulfill a material obligation under the Agreement and does not comply within a reasonable term after being formally requested to do so in writing, the other party may terminate the Agreement without further obligation to perform its (remaining) obligations.
11.4 Upon premature termination, the Client shall pay for all Services rendered up to the termination date.
11.5 When the Agreement terminates, the provisions of the Agreement that are intended to continue to apply in full after the end of the Agreement, will continue to apply in full, such as the provisions in respect of liability, right of use, confidentiality, choice of law and choice of forum.
11.6 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force
12. Dispute Resolution
12.1 These Terms and all Agreements are governed by the laws of the Netherlands.
12.2 The parties shall first attempt to resolve any disputes amicably and in good faith through informal consultation.
12.2 If resolution is not achieved within 30 days, either party may propose formal mediation before initiating court proceedings.
12.4 In the case of a dispute between Environmental Path and the Client that cannot be resolved amicably between the parties, such dispute shall be submitted exclusively to the competent courts in Utrecht, the Netherlands, unless otherwise agreed in writing.