but useful to know.

Article 1

1.1This document contains the general conditions that apply to our tenders, offers, order confirmations and to any (other) agreement(s) that we (Happy Good Talk and client) enter into with each other. Once you have agreed to the terms and conditions, they also apply to additional, amended or future (follow-up) assignments. Otherwise just remember that they always apply, that’s the easiest.

1.2 If we make arrangements after you have agreed to these general terms and conditions, and one of those arrangements conflicts with a provision of these general terms and conditions, that later arrangement takes precedence over the provision in question.

Article 2

2.1 All offers and quotations by Happy Good Talk are without obligation. This means that sending Happy Good Talk an offer does not oblige to accept an order under the same conditions of the offer. This is only different if a term for acceptance has been stated in the offer. If the client accepts Happy Good Talk’s offer within the stipulated period, Happy Good Talk will in that case be bound by the conditions of the offer.

2.2 The offer sets out a description of the activities, the relevant dates, the fee and the method of invoicing and payment.

2.3 Offers made by Happy Good Talk are valid for 30 days unless otherwise agreed. The quotation expires after that period. Of course, you are free to ask Happy Good Talk to quote again.

2.4 An agreement between us is entered into (i) on signature of the offer by the customer; ii) by Happy Good Talk’s e-mail confirmation of the telephone application or assignment or iii) by replying to Happy Good Talk’s e-mail containing an offer with an agreement or confirmation of the proposal or at least an e-mail with a scope that clearly shows that you are happy and agree with Happy Good Talk’s proposal.

2.5 A composite quotation does not oblige Happy Good Talk to (only) execute a part of the assignment against a corresponding part of the quoted price; even when the offer or the part thereof is accepted by the client within the specified period.

Article 3

3.1 Happy Good Talk is characterized by trainings that rub, provoke and excite. Participants are challenged at all times. This is likely the reason Happy Good Talk is hired, but for the sake of completeness, client declares their familiarity and agreement with our methods.

3.2 Happy Good Talk conducts its training with the help of specialized third parties. Happy Good Talk is not liable for shortcomings of these hired third parties.

3.3 We ask you, the client, explicitly before and at the conclusion of the agreement to provide us with all the information Happy Good Talk needs to execute the agreement. These are in any case the data Happy Good Talk indicates are necessary for the execution of the agreement, but also the data you should reasonably understand are necessary for the (proper) implementation of the agreement. The failure to provide this information in a timely manner shall be at the expense and risk of the client and Happy Good Talk shall not be liable for any damage resulting from the failure to provide the information in a timely manner.

Article 4

4.1 The prices stated in the quotations and offers are exclusive of Dutch VAT and any costs incurred in the performance of the agreement, such as shipping and handling costs, transport costs, travel expenses and invoices from any third parties engaged.

4.2 The parties agree on a fixed fee for the work recorded and described in the order confirmation, which therefore falls within the scope of the assignment.

4.3 Happy Good Talk will invoice 30% of the total price before the start of the training and 70% after the completion of the training (series).

4.3 In case of a series of training sessions Happy Good Talk is authorized at all times, contrary to the agreed method of invoicing, to invoice the work performed per completed training session.

4.5 Work that falls outside the agreed and described assignment constitutes additional work. In case of additional work Happy Good Talk will charge its usual hourly rate in addition to the agreed fee.

4.5 If Happy Good Talk receives an (individual) assignment for which the parties have not agreed on a (fixed) fee, Happy Good Talk will calculate its fee on the basis of the number of hours spent applying the usual hourly rate, unless otherwise agreed.

4.6 Happy Good Talk uses a strict payment term of 14 days. Happy Good Talk has the right to refuse the participation of the client or the participant designated by the client or to suspend the execution of the assignment or to dissolve the agreement, if the client has not timely fulfilled his payment obligations.

4.7 Any complaints regarding an invoice should be submitted to Happy Good Talk in writing or by email within eight days of the date of the invoice in question. After that period the customer is deemed to have accepted the invoice. Filing a complaint or challenging an invoice or the amount of an invoice does not suspend the payment obligation.

Article 5

5.1 HHappy Good Talk shall not be liable in any way, on any legal basis, for any damage arising in, during or as a result of the performance of the agreement. except in the case of intent or deliberate recklessness.

5.2 If Happy Good Talk’s liability is established, the amount of compensation then due is limited to the amount paid out by Happy Good Talk’s corporate liability insurance in the case in question.

5.3 Happy Good Talk is never liable for indirect damages. including consequential loss, loss of profit, lost savings, damage to a party’s image, or loss caused by business stagnation. The customer also expressly waives the possibility to rely on Article 6:230(2) of the Dutch Civil Code.

5.3 A liability claim addressed to Happy Good Talk, does not suspend the payment obligation. In other words, if you, the client, hold Happy Good Talk liable, you remain obligated to fulfill your payment obligations.

5.4 Notwithstanding the statutory limitation period, the limitation period for all claims and defenses against Happy Good Talk and third parties engaged by us in the execution of the agreement, is one year. Any claim for compensation expires when Happy Good Talk is not notified in writing within this period.

5.5 Happy Good Talk is indemnified by the client against all third party claims related to or arising from the execution of the agreement. This indemnity also covers the costs incurred by Happy Good Talk as a result of such a claim by a third party.

Article 6

6.1 The customer may cancel the assignment subject to the following conditions:

• The customer may cancel or change the assignment free of charge up to eight weeks before the start of the assignment.
• If the assignment is cancelled or changed up to four weeks before the start of the assignment, 50% of the quoted amount is payable by the customer.
• If the assignment is cancelled or changed up to two weeks before the start of the assignment, 75% of the quoted amount is payable by the customer.
• If the assignment is cancelled or changed less than two weeks before the start of the assignment, 100% of the quoted amount is payable by the customer.

6.2 The cancellation costs are calculated and charged at the time at which the assignment was to be performed or commenced.

6.3 Contrary to Article 6.1, individual counselling or coaching may be cancelled or changed free of charge up to four working days before the session. If the session is cancelled or changed between four working days and two working days beforehand, 50% of the quoted amount is charged. If the session is cancelled or changed less than two working days beforehand, 100% of the quoted amount is charged.

6.4 The cancellation or change must of course reach us (as quickly as possible) to be effective. This may be done by registered letter or by e-mail. Cancellation by e-mail is not valid until we receive the e-mail and confirm the cancellation in writing by replying to the e-mail.

6.5 The assignment cannot be cancelled prematurely.

6.6 Happy Good Talk may dissolve or terminate the agreement with immediate effect without notice or court intervention in the event:

• the customer applies for or is granted a suspension or temporary suspension of payment;
• the customer files for bankruptcy or is declared bankrupt;
• the customer is placed under compulsory guardianship or under administration or is otherwise no longer able to freely dispose of his or her assets, including attachment and debt restructuring;
• the principal performs actions from which Happy Good Talk suffers (possible) reputational damage.
• the cooperation has been permanently disrupted by an insurmountable difference of opinion. 6.7Happy Good Talk has the right to cancel the assignment when serious personal circumstances (such as a death within the family of the trainer or management) make the implementation of the agreement temporarily impossible. This applies in cases that are universally recognised as such. Happy Good Talk will notify the client as soon as possible and schedule a new date for the training (series).

6.8 Happy Good Talk has the right to reschedule the training course(s) if there are insufficient participants to ensure the quality of the training according to Happy Good Talk’s standards. In so far as possible, the required number of participants is always communicated in advance. If postponing the training session or sessions results in cancellation by the customer, the cancellation policy in this Article 6 applies.

Article 7

7.1 The copyright on all Happy Good Talk project materials, reports, presentations, brochures and other records rests with Happy Good Talk. Without Happy Good Talk’s express written consent, these pieces may not be shared, used or processed – in any way.

7.2 In the event that Happy Good Talkt authorizes the use of – in short – records of Happy Good Talk (as referred to in article 7.1), the logo and company name of Happy Good Talk must always be clearly displayed. The manner in which Happy Good Talk’s company name and logo is mentioned will be coordinated with Happy Good Talk prior to publication and/or use.

Article 8

8.1 Happy Good Talk handles your personal data with care, as set out in the General Data Protection Regulation (AVG).

8.2The website, www.happygoodtalk.com/contact, contains Happy Good Talk’s privacy statement. It states which data we collect and for what purpose, and in what manner we handle your data.

8.3 To view, update or remove your personal details, please refer to the privacy statement on www.happygoodtalk.com/contact. The procedure is stated there.

Article 9

9.1 Our legal relationship is governed exclusively by Dutch law.

9.2 Disputes relating to our agreement or these general terms and conditions, and all related or resulting issues, will be submitted to the competent court of Amsterdam, the Netherlands.