GENERAL TERMS AND CONDITIONS

 

Article 1: Applicability

1. These general terms and conditions apply in full to the services of A Mindful Spot, unless agreed otherwise in writing. A reference by the Client to its own general terms and conditions is not accepted by A Mindful Spot, except with written consent by A Mindful Spot.
2. A Mindful Spot is entitled to change these general terms and conditions. Changes to the general terms and conditions also apply to existing Agreements. A Mindful Spot will inform the Client well in advance about material changes to the general terms and conditions and will publish these amended general terms and conditions on its website. The amended general terms and conditions come into effect on the date of publication on the A Mindful Spot website and in the event of a material change after notification to the Client.

 

Article 2: Definitions

In these general terms and conditions, the following definitions apply:

1. A Mindful Spot: The legal entity on behalf of which the services in the field of training, mindfulness, coaching or related activities are offered under the application of these general terms and conditions.
2. Client: The party which has given A Mindful Spot an assignment and with which party A Mindful Spot has concluded the Agreement.
3. Participant: The Client, or the person(s) for whom the Client has concluded the agreement.
4. Externals: External experts, freelancers, specialists, etc. commissioned by A Mindful Spot and/or the client.
5. Service: The services which A Mindful Spot provides for the Client.
6. Material: materials that A Mindful Spot makes available for the benefit of the Service, such as instruments, (online) questionnaires, video material, e-learning, blogs, readers.
7. Quotation: an offer made by A Mindful Spot to the Client for the provision of a Service at a specific price.
8. Agreement: Any agreement between A Mindful Spot and the Client for the provision of a Service in accordance with article 4 of these general terms and conditions.
9. Product: The results of the Service such as reports.
10. Execution Date: Date on which the Service, or if applicable the Product, is delivered, such as training date, coaching date, meeting date, assessment date and/or the date on which Products are made available to Client.

 

 Article 3: Quotations

1. Every offer from A Mindful Spot, in whatever form, is without obligation and not binding until it has been accepted and an Agreement has been concluded on the basis of this.
2. Quotations are valid for one (1) month or the period up to two (2) weeks before the planned execution of the Agreement, if this period is shorter than one month.
3. Quotations from A Mindful Spot are based on information from the Client. The Client guarantees that all information provided to A Mindful Spot is correct and complete.

 

Article 4: Conclusion of Agreement

1. The Agreement for the provision of a service is concluded by:

 

• Legally valid signature by the Client of the quotation prepared by A Mindful Spot.
• Written confirmation or confirmation by e-mail by A Mindful Spot of the online registration, telephone or written assignment of the Client for a Service at a certain price, or
• Written confirmation or confirmation by e-mail by A Mindful Spot of the Service to be provided orally discussed with the Client for a certain price, or
• The actual implementation of the Agreement by A Mindful Spot in good faith by providing a Service.

1. Oral promises by and agreements with A Mindful Spot or external parties of A Mindful Spot only bind A Mindful Spot after they have been confirmed by A Mindful Spot in writing or by e-mail.

 

Article 5: Confidentiality

Insofar as A Mindful Spot has become aware of confidential information of the Client in the context of an Agreement, A Mindful Spot will only use this information in the context of its services to the Client. A Mindful Spot will observe secrecy with regard to this confidential information, unless disclosure of this information is necessary for A Mindful Spot services, A Mindful Spot has a legal or professional obligation to disclose, A Mindful Spot has to defend itself before the (disciplinary) judge, Client released A Mindful Spot from its obligation of confidentiality whether the confidential information was obtained or was made available from public sources. A Mindful Spot takes all necessary precautions within the framework of the Agreement to protect the confidentiality of the confidential information.

The Client will not make any announcements to third parties not involved in the Assignment about the approach, working method, pricing, etc. – interpreted in the broadest sense – of A Mindful Spot without permission from A Mindful Spot.

 

Article 6: Data protection

Terms such as ‘processing’, ‘personal data’, ‘controller’, ‘processor’ have meaning given to them in European Regulation 2016/679 or the General Data Protection Regulation (hereinafter GDPR).

1. Protection of personal data by A Mindful Spot as controller

Unless article 6.2 paragraph a of these general terms and conditions applies, A Mindful Spot acts in principle as the controller for the processing of personal data for the performance of its Services to the Client on the basis of the Agreement. A Mindful Spot and the Client are and will each remain independently responsible for their own processing of personal data in the capacity of controller for compliance with all applicable laws and regulations for the protection of personal data, in particular the AVG. There will be no applicable processing agreement between A Mindful Spot and the Client for these processing operations.

1. Protection of personal data by A Mindful Spot as processor

To the extent that A Mindful Spot processes personal data for the benefit of the Client, in the context of an Agreement as described below under A., and the Client therefore determines the purposes and means of the data processing, the Client acts as controller for the processing of personal data and A Mindful Spot as processor for which this article 6.2 applies. For this purpose, A Mindful Spot and the Client will enter into a separate processing agreement.

1. In the context of the execution of an Agreement, A Mindful Spot can process personal data of participants, which A Mindful Spot obtains from the Client or directly from the participant. A Mindful Spot processes this participant data to be able to invite a participant to meetings for the purpose of Coaching, Assessment or Development programs. A Mindful Spot then processes the data provided during Coaching, Assessment or Development programs to generate requested results, for example in the form of a report. In this case, the client only acts as controller and A Mindful Spot as processor with regard to the processing of personal data that form part of participant data in coaching, assessment or development programs and the results.
2. A Mindful Spot will only process this personal data in a way that – and insofar as this – is necessary for the delivery of the services arising from the Agreement and in accordance with the instructions of the client, except when this is necessary to comply with a Legal obligation resting A Mindful Spot as a processor.
3. Without prejudice to the existing contractual arrangements between the parties, A Mindful Spot will treat all personal data in strict confidence and inform the executors and/or approved sub-processors involved in the processing of personal data about the confidential nature of the personal data.
4. Without prejudice to the security standards that A Mindful Spot, and the Client may have agreed elsewhere, A Mindful Spot will take appropriate technical and organizational measures to secure the processing of personal data. A Mindful Spot has the right to use the data and results for benchmarking purposes and statistical analyses.

 

Article 7: intellectual property rights

1. A Mindful Spot is the exclusive owner of all Products (including reports), Materials (including books and web portals, blogs) and working methods involved in its services, as well as all intellectual property rights resting on these Products, Materials and working methods. A Mindful Spot may also use Materials, for which the rights are vested with third parties. The Client will respect and observe agreements with third parties and A Mindful Spot with regard to these Materials.
2. Intellectual property rights of A Mindful Spot include, but are not limited to, copyrights (including copyrights on algorithms and/or software), database rights, domain name rights, rights to know-how and/or any other form of protection that grants the right to inventions, models, designs, trade secrets, confidential information or technical information in any form.
3. An Agreement does not entail any transfer of rights, unless expressly agreed otherwise in the Agreement. A Mindful Spot retains all powers that arise from and are related to the intellectual property rights of A Mindful Spot.
4. To the extent applicable, A Mindful Spot grants the Client permission to use the Products and Materials belonging to A Mindful Spot within its own organization in accordance with the conditions set for this use in the Agreement and only to the extent necessary for the use of the Service. objective.
5. To the extent that the permission, as stipulated in Article 7.4, provides for a bundle of several user rights for Products and/or Materials, until the agreed numbers of consumer rights are purchased within the agreed term of the Agreement. At the end of the term of the Agreement, the validity of this bundle expires, and all unused user rights expire.
6. The Client guarantees A Mindful Spot that the use of data provided by the Client to A Mindful Spot does not conflict with legal regulations or infringe protected rights of third parties. The client indemnifies A Mindful Spot against all direct and indirect consequences of claims by third parties against A Mindful Spot as a result of non-compliance with this guarantee.

 

Article 8: Rates and costs

1. The rates related to the Service and any additional costs are stated in the Agreement. All rates are exclusive of value added tax (VAT).
2. With regard to the rates and the cost estimates based thereon, it is stated in the agreement whether the secretariat costs, travel hours, travel and accommodation costs and other costs associated with the Service are included. Insofar as these costs are not included, the Client will be informed about this by A Mindful Spot. In that case, these costs will be calculated separately. Rates are subject to annual change. A Mindful Spot will inform the client of this change in advance.

 

Article 9: Payment terms

1. Payment must be made in the manner determined by A Mindful Spot within thirty (15) days of the invoice date.
2. Depending on the Service to be provided, specific payment conditions can be included in the Agreement.
3. After the expiry of the term specified in Article 9.1, the Client will be in default by operation of law and will owe damage due to delay in accordance with Article 6:119a of the Dutch Civil Code.
4. In the event of default, A Mindful Spot is furthermore entitled to suspend all Services still to be performed and to take recovery measures without further notice and/or notice of default. The client is liable for all (extrajudicial) costs to be incurred by A Mindful Spot in order to obtain payment of the invoice.
5. Without the express written permission of A Mindful Spot, the Client is not permitted to set off any payment obligation towards A Mindful Spot, for whatever reason, against a claim of the Client against A Mindful Spot. Nor is the Client entitled to suspend its payment obligation.

 

Article 10: Performance of the Agreement

1. In order for the execution of the Agreement to run smoothly, the Client will timely provide A Mindful Spot with all information that A Mindful Spot needs.
2. If A Mindful Spot requests this, the Client will provide the necessary resources at its location free of charge for the execution of the Agreement.
3. The performance by A Mindful Spot has the character of a ‘best efforts obligation’. A Mindful Spot makes every effort to the best of its knowledge to achieve the results desired by the Client. A Mindful Spot does not guarantee this result.
4. The A Mindful Spot coach does not advise on decisions to be made or (behavioural) changes by the participant. The A Mindful Spot coach supports the participant’s own process and choices, although a range of possibilities are discussed to support the process of increasing the participant’s insight and awareness. However, the participant remains responsible at all times for his own behaviour and the consequences thereof. The A Mindful Spot coach is not responsible nor liable for decisions to be taken or already taken or changes (behaviour) by the participant.
5. A Mindful Spot is entitled to involve or engage third parties in the implementation of the service, unless the Client has expressly objected to this in advance.
6. A Mindful Spot makes every effort to provide the Service with due observance of the rules of conduct and specific conditions as agreed in the Agreement.

 

Article 11: Amendment and cancellation of the Agreement

1. Cancellations of appointments must be done via WhatsApp or Email to A Mindful Spot at least 48 hours before the set appointment otherwise the full tariff will be charged to the Client or in case of a mentorship bundle a session will be taken off the remaining number of sessions in the mentorship bundle. 
2. If an interim change of the Service occurs, due to the fault of the Client, A Mindful Spot will make the necessary adjustments to the agreement. If an extension, change and/or adjustment leads to (additional) costs, A Mindful Spot is entitled to pass these costs on to the Client and the Client is obliged to reimburse A Mindful Spot for these costs.
3. A Mindful Spot may make change to the involved members of staff, if it believes that this is necessary for the delivery of the Service. The change may not reduce the quality of the implementation nor adversely affect the continuity of the Service. A change of staff members can also take place at the request of the Client in consultation with A Mindful Spot.
4. In the event of illness or other special circumstances of the performers, A Mindful Spot can move or cancel the performance. In the event of complete cancellation, against credit for the services not provided.
5. A Mindful Spot can terminate or cancel the Agreement prematurely if A Mindful Spot is of the opinion that the execution can no longer take place in accordance with the Agreement and any subsequent additional assignment specifications. A Mindful Spot will notify the client of this premature termination or cancellation in writing, motivated and in writing.
6. In addition to the general amendment and cancellation clauses, as determined in Articles 11.1 up to and including 11.5, the specific amendment and cancellation clauses apply as determined in the Agreement.

 

Article 12: Force majeure

Force majeure in these general terms and conditions means any circumstance independent of the will of A Mindful Spot – even if this could already have been foreseen at the time of the conclusion of the Agreement – that permanently or temporarily prevents fulfilment of the agreement, as well as, insofar as not already included, wars, danger of war, civil war, riot, strike, fire, pandemic, computer failure at A Mindful Spot, illness of staff members and other serious malfunctions at the Client or its suppliers.

 

Article 13: Suspension or dissolution

1. In the event of impediment to the execution of the agreement as a result of force majeure, A Mindful Spot will contact the Client and is entitled without judicial intervention:
   1. 
      
      1. Either to suspend the performance of the Agreement for as long as the circumstance leading to force majeure and the consequences thereof continue;
      2. Either to dissolve the Agreement in whole or in part without A Mindful Spot being obliged to pay compensation.
2. During the suspension as referred to in Article 13.1, A Mindful Spot is authorized, and at the end of the suspension period, A Mindful Spot is obliged to opt for the implementation or for full or partial dissolution of the Agreement.
3. If the Client does not, not properly or not timely comply with any obligation arising for the Client from an Agreement concluded with A Mindful Spot or from a related agreement, or if A Mindful Spot has good reasons to assume that the Client is unable to is or will be to fulfill its contractual obligations towards A Mindful Spot, as well as in the event of bankruptcy, suspension of payment, shutdown, liquidation or partial transfer – whether or not as security – of the Client’s company, including the transfer of an important part of its claims, A Mindful Spot is entitled Without notice of default and without judicial intervention;
   1. 
      
      1. Either to suspend the execution of the Agreement or a related agreement for a maximum of six (6) months;
      2. Either to dissolve the Agreement or any related agreement in whole or in part. In that case, A Mindful Spot is not obliged to pay any compensation or guarantee, without prejudice to A Mindful Spot further rights.
4. During the suspension period as referred to in Article 14.3, A Mindful Spot is authorized and at the end of the suspension period, A Mindful Spot is obliged to opt for implementation or for full or partial dissolution of the suspended Agreement(s).
5. In the event of suspension pursuant to Article 14.3, the Client will forfeit a penalty of 100% of the agreed fee that – calculated from the time of the actual termination of the work – would have been due if the Agreement had been continued on a regular basis. This fine is immediately due and payable to A Mindful Spot.

 

Article 14: Complaints

Complaints regarding the services provided and/or the delivered items must be submitted in writing to A Mindful Spot within thirty (30) working days after delivery. have approved and accepted the service rendered. Complaints regarding the services provided and/or delivered must be submitted in writing to A Mindful Spot within thirty (30) working days after delivery. Failing to do so, implies that the Client deemed to have approved and accepted the service to be provided by A Mindful Spot.

 

Article 15: Disciplinary Law

Depending on the service provided by A Mindful Spot, professional rules of conduct may apply which are promoted by the relevant professional organization, by investigating complaints and – if violations are found – disciplinary measures can be taken. 

 

Article 16: Liability

1. Except for intent and gross negligence, A Mindful Spot accepts no liability for damage as a result of Services provided and/or due to the use of what has been delivered by the Client or due to the unsuitability of it for the purpose for which the Client has purchased it. A Mindful Spot is not liable for unlawful acts of external parties.
2. If the Client uses a ‘non personal account’ when creating an account on the online platform of A Mindful Spot, A Mindful Spot is in no way liable and/or responsible for (a) incorrect identification of employees of the Client , (b) any breach of the privacy of the Client’s employees as a result of knowledge by unauthorized employees of the Client (c) breaches of the information security and information security procedures of the Client and/or (d) all damage arising from or related to the use of a ‘non-personal account’ by the Client. The Client indemnifies A Mindful Spot in this regard against all claims from third parties, including, but not limited to, employees of the Client.
3. A Mindful Spot’s liability will in any case be limited to the amount or amounts of the fee charged for the Service or the total amount of Services provided, but only insofar as the amount is covered by A Mindful Spot’s liability insurance. In the case of Agreements with a duration longer than six (6) months, a further limitation of liability applies to a maximum of the invoice amount of the last six (6) months.

 

Article 17: Disputes and applicable law

All general terms and conditions and the Agreements are exclusively governed by Dutch law. All disputes, ensuing from or as a result of legal acts to which these general terms and conditions apply can, after A Mindful Spot and the Client have initially made sufficient efforts to end the dispute by means of an amicable settlement, only be settled by the competent court in Utrecht.

 

Terms and Conditions A Mindful Spot 2023