Terms and Conditions

1. Definitions

In these General Terms and Conditions, the terms included in this article are used with a capital letter. The following is meant by these terms:

1.1. General Terms and Conditions: These terms and conditions, regardless of the form in which they are made known. Depending on the content and purpose of the Agreement, additional general terms and conditions may be attached to these terms.
1.2. Services: One of the services offered by Koelewijn & Partners bv, such as advising, posting information online about the Client and its affiliated organizations, connecting (Prospective) franchisees, franchisors, and suppliers, providing practical operational support, and all other services related to any offer, quotation, agreement, or other legal act in the relationship between Koelewijn & Partners bv and the Client.
1.3. Client: The (potential) client and any other natural or legal person who uses the Services of Koelewijn & Partners bv and/or with whom an Agreement is concluded.
1.4. Koelewijn & Partners bv: Koelewijn & Partners bv, registered under Chamber of Commerce number 31050175. You can contact Koelewijn & Partners bv via phone number +31 35 542 0828 or by email: info@koelewijn.nl.
1.5. Agreement: The agreement between the Client and Koelewijn & Partners bv under which Koelewijn & Partners bv provides Service(s) to the Client.
1.6. Prospective franchisee: The natural person who provides his or her personal data and other information to Koelewijn & Partners bv or the Client with the ambition of becoming a franchisee in a franchise formula.
1.7. Cloud services: services in which Koelewijn & Partners bv uses software, hardware, and/or storage space from third parties via the internet and/or makes personal data available to suppliers of this software, hardware, and storage space.

2. General

2.1. The General Terms and Conditions apply to the provision of Services by Koelewijn & Partners bv to its Client, or its legal successor, whether or not (in writing) laid down in offers, quotations, Agreements of Koelewijn & Partners bv or arising from other possible legal acts between Koelewijn & Partners bv and its Client, or its legal successor.
2.2. The Client also hereby indicates agreement with the provisions of the privacy policy as it can be viewed on the Koelewijn & Partners bv website via https://koelewijn.nl/privacy-policy.
2.3. Any deviations from the General Terms and Conditions proposed by the Client are only valid if these are expressly agreed upon in writing by Koelewijn & Partners bv and the Client.
2.4. Koelewijn & Partners bv has the right at all times to change or supplement the General Terms and Conditions. The Client hereby agrees in advance to such changes and additions.
2.5. Koelewijn & Partners bv expressly rejects the applicability of any general terms and conditions of the Client in advance.
2.6. If these General Terms and Conditions have once applied to a legal relationship between Koelewijn & Partners bv and the Client, the Client is deemed to have agreed in advance to the applicability of the General Terms and Conditions to later agreements, including changes and additions to the General Terms and Conditions.
2.7. If and insofar as any provision of the General Terms and Conditions is nullified or voided, the remaining provisions of the General Terms and Conditions shall remain in full force. Koelewijn & Partners bv will then establish a new provision to replace the nullified/voided provision, taking into account as much as possible the scope of the nullified/voided provision, while eliminating the nullity/voidability.
2.8. In the event of contradictions between provisions from an Agreement and the General Terms and Conditions, the previously mentioned provisions shall prevail.

3. Offers/agreement

3.1. All offers, including quotations, from Koelewijn & Partners bv are non-binding unless explicitly stated otherwise. Unless stated otherwise, offers have a validity of 30 working days, with the understanding that Koelewijn & Partners bv is entitled at all times to modify, suspend, or withdraw offers.
3.2. Agreements with the Client bind Koelewijn & Partners bv and the Client only after the Agreement has been confirmed by Koelewijn & Partners bv via email or signed by Koelewijn & Partners bv, or after Koelewijn & Partners bv has indicated that it has started the execution of the Agreement. In the latter case, the fact that the Client has not confirmed or signed does not affect the Client's obligation to comply with the Agreement. The Client is bound by the Agreement.
3.3. Offers and Agreements are based on information provided to Koelewijn & Partners bv by Clients. The Client guarantees that it has provided essential information needed for the setup and execution of the Agreements.

4. Execution of work

4.1. The moment to start the work and the period in which the work must be carried out are determined by Koelewijn & Partners bv in consultation with the Client. The agreed work will only commence after an agreement has been established in the manner described in article 3.2, unless expressly agreed otherwise.
4.2. During the execution of the work, Koelewijn & Partners bv will provide the Client with sufficient insight into results and interim results so that the working method and progress can be monitored. If it becomes apparent during the execution of the work that the agreed schedule will be exceeded, Koelewijn & Partners bv is obliged to inform the Client in writing at the earliest possible stage. The schedule provided by Koelewijn & Partners bv should never be considered as a strict deadline unless expressly agreed otherwise. If the assignment is not delivered on time, we must be given notice of default. Exceeding the schedule, as long as it remains within reasonable limits, cannot be a reason for the Client to terminate the agreement. In the event of excessive exceeding of the schedule, Koelewijn & Partners bv will consult with the Client.
4.3. Koelewijn & Partners bv is entitled to engage third parties in the execution of the work if we believe this contributes to the best possible fulfillment of the work. For supporting our business operations, we are also entitled to the use of Cloud services.
4.4. The production and placement of advertisements are handled by Koelewijn & Partners bv exclusively after written assignments based on information provided by the Client. Koelewijn & Partners bv accepts no liability for the content and layout of the advertisement.
4.5. The production and placement costs of an advertisement are borne by the Client. The production and placement costs are paid directly by the Client to third parties unless otherwise agreed with Koelewijn & Partners bv.
4.6. Work is carried out by Koelewijn & Partners bv to the best of their insight and ability and in accordance with the requirements of good craftsmanship. The results of the application and use of studies and advice provided by Koelewijn & Partners bv depend on many factors that are beyond their control. Therefore, Koelewijn & Partners bv cannot guarantee the results of the work performed by Koelewijn & Partners bv. Koelewijn & Partners bv has an obligation to make an effort.
4.7. Our administration (including emails and digital scans of order letters, for example) serves as full proof against you, subject to evidence to the contrary provided by you.
4.8. We can perform more work and charge you for it than authorized by the Order if this work arises from any (inter)national law or (professional) regulation applicable to the Order.

5. Intellectual Property Rights

5.1. The (intellectual property) rights, including copyrights on texts, images, designs, photos, and other (static and/or moving) visual material, audio material, formats, software, advice, manuals, reports, and other materials, database rights, trademark rights (including domain names), and trade names rest with Koelewijn & Partners bv or its licensors, except for the material and information provided by the Client.
5.2. The Client is not allowed to make any information or materials provided by Koelewijn & Partners bv available to third parties, reproduce, distribute, transmit, or otherwise multiply it, or incorporate it in any way into another document or other material without prior written permission from Koelewijn & Partners bv.

6. Client cooperation

### 6. Obligations of the Customer 6.1. Upon the first request of Koelewijn & Partners bv, the Customer shall provide data and/or tools necessary for the performance of the assigned tasks. Additionally, Koelewijn & Partners bv must be able to rely on the timely availability of the Customer's organization's employees involved in its tasks. The Customer guarantees the accuracy of the data and/or tools provided by them, as well as their timely delivery. If a schedule for the delivery of our Services is agreed and the Customer fails to timely supply the requested data and/or tools before the deadline communicated by Koelewijn & Partners bv, the obligation for Koelewijn & Partners bv to deliver the Services in question lapses, or Koelewijn & Partners bv may charge additional costs for ultimately providing the Services. Amounts that Koelewijn & Partners bv may charge the Customer for these Services according to the Agreement remain due by the Customer despite the stipulation in the previous sentence. The consequences arising from failure or delay in fulfilling any of these obligations are borne by the Customer. 6.2. If interim changes or facts occur in previously provided data, information, or requirements, Koelewijn & Partners bv is entitled at all times to adjust the agreement to these circumstances in consultation with the Customer. 6.3. If it is agreed that the tasks will be carried out wholly or partially at the Customer's location, the Customer is obliged to provide a space where the tasks can be performed calmly, safely, and undisturbed. 6.4. We determine how and by whom the Assignment is executed. In situations where Services are expressly intended to be performed by a specific natural person, articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code are excluded. 6.5. If what we deliver for the Customer is placed on Cloud services controlled by or on behalf of the Customer, Koelewijn & Partners bv remains entitled to access and/or retain a copy of what Koelewijn & Partners bv has delivered, even after the Agreement has been completed or no longer holds any relationship with the Customer, in order to provide operational and/or technical support. 6.6. At your request, data provided by you will be returned after the execution of the Assignment. We maintain our own (electronic) work file concerning the Services containing (copies of) documents deemed relevant at our discretion, which remain our property. 6.7. The Customer guarantees that all data, including but not limited to company data and bank details, provided to Koelewijn & Partners bv for the execution of the Agreement are complete, accurate, and current. Additionally, the Customer guarantees that they are (legally) authorized to procure the Services. 6.8. The Customer must ensure that the description of the advertisement and/or business information they place, offer for placement, or otherwise make available for sharing is accurate, complete, current, and meets the requirements set by Koelewijn & Partners bv. The Customer may not refer in the placed advertisement to other advertisements not listed on the Site. By placing the advertisement and/or business information, the Customer gives Koelewijn & Partners bv permission to place these data on the Site or otherwise use them for providing Services. 6.9. The Customer is responsible for ensuring that the materials and/or information they provide do not infringe on the (intellectual property) rights of third parties and accepts full liability for this. 6.10. Koelewijn & Partners bv reserves the right to shorten, modify, refuse, or remove (the texts of) advertisements and/or business information (including photo and/or video material) from the Site if deemed necessary by Koelewijn & Partners bv, without this creating any entitlement for the Customer to compensation and/or reimbursement. Removal can occur, among others, in the following cases: - The advertisement and/or business information is incorrect, incomplete, not current, nonexistent, and/or not specific; - The advertisement contains a reference to other - not listed on the Site - advertisements; - The advertisement and/or business information infringes on the intellectual property rights of third parties or is otherwise unlawful towards third parties; - The advertisement and/or business information is in violation of the legislation and regulations applicable in the Netherlands, including but not limited to the Dutch Advertising Code and the GDPR. 6.11. Login details provided by Koelewijn & Partners bv are bound to the Customer and non-transferable. 6.12. Koelewijn & Partners bv is allowed to set additional requirements for information placed or otherwise shared in media. ### 7. Exclusion Koelewijn & Partners bv reserves the right to dissolve the Agreement with the Customer if the Customer acts in any way contrary to these General Terms and Conditions, the GDPR, any provision of Dutch law, or the etiquette that the Customer must observe on the internet. This is without prejudice to the right of Koelewijn & Partners bv to take further legal actions against the Customer and demand compensation. Amounts invoiced by Koelewijn & Partners bv in connection with what has already been performed or delivered under the Agreement remain fully owed and become immediately payable upon dissolution. ### 8. Confidentiality and GDPR 8.1. Unless required by law, regulation, or another rule, both parties shall maintain strict confidentiality concerning information about each other's organizations and the project in which the parties are involved. Parties can grant each other an exemption for this. Information is considered confidential if disclosed by the other party or if it follows from the nature of the information. 8.2. The Customer must handle the login information provided by Koelewijn & Partners bv with care, in accordance with these General Terms and Conditions and the GDPR. 8.3. In the context of executing the Agreement, Koelewijn & Partners bv will process personal data of the Customer to which the GDPR applies. Koelewijn & Partners bv refers the Customer to the [privacy policy](#) and the cookie policy of Koelewijn & Partners bv, which are posted on the Site and which outline how Koelewijn & Partners bv handles personal data and how the Customer can exercise the rights granted by the GDPR. If the Customer provides personal data of third parties to Koelewijn & Partners bv, the Customer must ensure that these third parties are informed about the processing and the legal basis for processing in accordance with the GDPR. 8.4. The Customer acknowledges that they may obtain confidential information on prospective franchisees and/or other parties as part of this agreement. The Customer is obliged to maintain confidentiality of this confidential information. The Customer will always treat this information confidentially and will not disclose or replicate it without prior express written consent from the relevant prospective franchisee or other party. Confidential information as referred to in this article includes all personal details recorded in the CV database. 8.5. Koelewijn & Partners bv sends digital newsletters to the Customer. The Customer can unsubscribe at any time. 8.6. Koelewijn & Partners bv is entitled to place the Customer's name on a reference list and make it available to third parties for information purposes. 8.7. In addition to confidentiality as meant in this article, both Koelewijn & Partners bv and the Customer shall strictly comply with the GDPR concerning personal data. The personal data shall always be protected using the most recent techniques. Depending on the assignment and the collected personal data in that context, Koelewijn & Partners bv and the Customer can act as processor or controller or jointly responsible (varying roles). 8.8. Parties shall not provide each other with special personal data nor process it on behalf of the other party unless the Parties have signed an additional processor agreement. 8.9. When Koelewijn & Partners bv and the Customer use third parties for the processing of the aforementioned personal data, they shall timely conclude a processor agreement with the relevant third parties. Parties grant each other advance permission to engage third parties as deemed useful or necessary for executing the Agreement by the executing party, whereby the executing party shall impose the same or stricter obligations on the engaged third party than derive from this Processor Agreement and the regulation and monitors compliance by the third party. 8.10. To the extent that the GDPR is not correctly complied with by either Koelewijn & Partners bv or the Customer, and this non-compliance is due to an attributable breach, the party in breach shall indemnify the other party for damages resulting from this and compensate any damages to the other party. 8.11. Parties have the right to (let) monitor compliance with the aforementioned measures. Parties shall provide each other, if requested by the other party, at least once a year the opportunity to do this at a time jointly determined by parties and additionally if one of the parties sees reason due to an (alleged) information or privacy incident. Parties shall reasonably follow any instructions to adjust the security policy given by the other party as a result of such a check within a reasonable time frame. 8.12. The provisions concerning personal data processing in this article qualify as a processor agreement as referred to in the GDPR. ### 9. Internet Usage Parties can communicate with each other via electronic means of communication. Parties acknowledge that using electronic communication involves risks such as - but not limited to - distortion, delay, interception, manipulation, and viruses. Parties hereby establish that they will not be liable towards each other for any damage that may result from the use of electronic means of communication. This also applies to our use of electronic means of communication - regardless of the form - in our contacts with third parties. Parties will do or omit everything that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks. ### 10. Force Majeure Neither party is obliged to fulfill any obligation if hindered by force majeure. In the case of force majeure, the obligations of Koelewijn & Partners bv are suspended and will revive when fulfilment reasonably becomes possible again. Force majeure includes unforeseen circumstances concerning persons and/or materials which Koelewijn & Partners bv uses or usually uses in executing the agreement, which are such that fulfilling the agreement becomes impossible, or so burdensome and/or disproportionately expensive that fulfilling the agreement can no longer be reasonably required. If Koelewijn & Partners bv has already partially fulfilled its obligations when the force majeure occurs, or is only able to partially fulfill its obligations, Koelewijn & Partners bv is entitled to invoice the already provided advice or the part of the advice to be provided separately, and the Customer is obliged to pay this invoice as if it were a separate contract.

Koelewijn & Partners bv is authorized to temporarily disable or restrict the use of its systems if necessary to comply with legal requirements, maintain, or adjust (parts of) its systems, without giving the Client any right to compensation from Koelewijn & Partners bv.

12. Liability

12.1. The total liability of Koelewijn & Partners bv for direct damages due to attributable shortcomings in the fulfillment of the Agreement is limited to the amount that the Client has paid to Koelewijn & Partners bv for the relevant Agreement during the preceding 12 months, as well as to the amount paid out in the respective case under Koelewijn & Partners bv's professional liability insurance.
12.2. Koelewijn & Partners bv is never liable for indirect damage, including consequential damage, lost profits, missed savings, damage due to business stagnation, and damage due to data loss.
12.3. The application and use of its advice and Services are entirely at the Client's risk.
12.4. The Client indemnifies Koelewijn & Partners bv against all third-party claims for damage as a result of a defect or shortcoming in advice, study, or performance provided by the Client to a third party and which (partly) consisted of what was delivered by Koelewijn & Partners bv.
12.5. Koelewijn & Partners bv is not liable for costs and damages resulting from the mutilation, destruction, or loss of files and/or other data carriers of the Client, as these are always deemed to be copies of the originals in the possession of the Client.
12.6. You and/or your group companies will only exercise any claim and recovery rights against us and not against our (directors of) shareholders, directors, or employees.
12.7. The liability limitations for direct and/or indirect damage contained in these conditions do not apply in cases where the damage is due to intent or gross negligence by Koelewijn & Partners bv or its subordinates.

13. Duty to investigate

13.1. The Client is required to investigate whether the data of the advertisements and/or company information comply with the Agreement upon placement. If this is not the case, the Client is obliged to send any complaints by email, motivated, within 8 days after the placement of the respective advertisement and/or company information to the address of the Client's account manager, with info@koelewijn.nl in the CC.
13.2. If the placed advertisement and/or company information does not comply with the Agreement, Koelewijn & Partners bv is only obliged, at its choice, to repair or modify the (text of the) advertisement and/or company information or to replace the placed advertisement and/or company information.

14. Payment terms

14.1. The Client must pay the amount owed for the Services within fourteen (14) days after the invoice date according to the manner stated on the invoice, or otherwise agreed in writing, and on another agreed written term.
14.2. If the Client does not cancel a scheduled appointment with us at least 24 hours before the scheduled appointment, they will be required to reimburse the time of the scheduled appointment at the usual hourly rate of the scheduled persons. The above applies without exception in situations where a fixed price applies to the order.
14.3. All mentioned prices are in Euros and exclusive of VAT, unless stated otherwise.
14.4. If the payment term is exceeded, the Client is required to pay interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest applies. This interest is owed by the Client solely by exceeding the payment term, without the need for a reminder or notice of default. Additionally, Koelewijn & Partners bv is entitled to suspend the execution of the Agreement as long as the Client has not fulfilled the corresponding payment obligation.
14.5. If Koelewijn & Partners bv is forced to seek legal assistance for the collection of amounts owed to it, all costs incurred, both extrajudicial and judicial, will be reimbursed by the respective Client to Koelewijn & Partners bv. The extrajudicial costs will be assumed to be at least 15 percent of the amount to be claimed with a minimum of €250.
14.6. If advance payments to third parties must be made for work arising from an agreement, Koelewijn & Partners bv is entitled to demand prepayment from the Client equal to the amounts to be paid to third parties.
14.7. If the Client pays the amount owed for the Services (or part thereof) via direct debit, the Client must ensure there is sufficient bank balance around the agreed collection date.
14.8. In the absence of payment by the due date, the Client is automatically in default and in breach, hence without requiring further notice of default. In that case, the total claim of Koelewijn & Partners bv, including invoices that have not yet become due, will be immediately and in full payable.
14.9. If there are good reasons to doubt that the Client will not fulfill its obligations timely and/or completely, the Client is obliged to provide security at the first request of Koelewijn & Partners bv in the form desired by Koelewijn & Partners bv.
14.10. If the Client does not fulfill the request mentioned in the preceding paragraph within 14 days, Koelewijn & Partners bv is entitled to suspend the execution of the Agreement as long as the Client has not fulfilled the request.
14.11. Koelewijn & Partners bv has the right against any Client who has not paid on time, without prejudice to its other rights, to suspend further execution of the order; and to consider the order, insofar as not executed, without needing further notice of default or judicial intervention, as dissolved, without prejudice to the right of Koelewijn & Partners bv to compensation for damage due to the dissolution of orders as well as the other rights determined in these General Terms and Conditions.

15. Duration and (interim) termination

15.1. Any Agreement for a fixed term is entered into for the period indicated therein. Interim termination is not possible, except for the situations mentioned in art. 15.2 and 15.5.
15.2. Agreements entered into for an indefinite period can be terminated with a notice period of 1 month before the start of the next billing period.
15.3. Each party also has the right to dissolve the Agreement if the other party, even after a proper and as detailed as possible written notice of default, stating a reasonable term for remedying the shortcoming, continues to neglect fulfilling obligations under the Agreement.
15.4. If the Client has already received performances for the execution of the Agreement at the moment of dissolution as referred to in art. 15.1, those performances and associated payment obligations will not be the subject of undoing, unless Koelewijn & Partners bv is in default regarding those performances.
15.5. In the event one of the parties goes bankrupt, applies for suspension of payments, or ceases to operate, the other party has the right to terminate the Agreement without observing a notice period, one and another without prejudice to rights.

16. Personnel

For one year after the termination of the assignment, both parties will not enter into an employment contract, under whatever name, with employees who are or have been employed by the other party or are directly or indirectly involved in the assignment, regardless of whether the initiative for approach directly came from this person unless the other party has declared in writing that it has no objection to this.

17. Miscellaneous

These General Terms and Conditions and the Agreements of which these General Terms and Conditions are a part are subject to Dutch law. Any disputes will primarily be tried to be resolved amicably and, if not successful, then submitted to the court in the Midden-Nederland District, location Utrecht. The General Terms and Conditions can be adjusted at any time by Koelewijn & Partners bv. Koelewijn & Partners bv therefore advises regularly reviewing the General Terms and Conditions.