but useful to know.

1.1 This document sets out the general terms and conditions that govern our quotations, offers, order confirmations and all other agreements that we (HAPPY GOOD TALK and you, the customer) enter into with each other. Once you have agreed to these general terms and conditions, they also govern any additional, amended or future follow-up and other assignments. The easiest approach is to simply remember that they always apply.

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 of HAPPY GOOD TALK are subject to agreement, meaning that if HAPPY GOOD TALK sends out an offer it is not obligated to accept an assignment under the same conditions as those set out in the offer. This applies unless the offer states a period for acceptance. If you accept HAPPY GOOD TALK’s offer within the period stated, HAPPY GOOD TALK is 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 Quotations issued by HAPPY GOOD TALK are valid for 30 days, unless otherwise agreed. The quotation expires after that period. You are of course free to ask HAPPY GOOD TALK to issue a new quotation.

2.4 An agreement between us is entered into (i) on signature of the offer by the customer; (ii) on confirmation by HAPPY GOOD TALK by email of a registration or assignment made by telephone; or (iii) on sending a reply to the email from HAPPY GOOD TALK containing an offer, in which you accept or confirm the proposal, or an email from which it is clearly apparent that you agree to and accept HAPPY GOOD TALK’s proposal.

2.5 A compound quotation does not obligate HAPPY GOOD TALK to carry out part (or only part) of the assignment for a corresponding part of the quoted price, also not if you accept the offer or the part of the offer in question within the period stated.

Article 3

3.1 HAPPY GOOD TALK is characterised by training courses that are challenging, provocative and stimulating. Participants are challenged at all times. That is probably the reason why HAPPY GOOD TALK is engaged, but, for the sake of completeness, you declare that you are familiar with and agree to our working methods.

3.2 HAPPY GOOD TALK engages specialised third parties in organising its training courses. HAPPY GOOD TALK is not liable for any shortcomings on the part of those third parties engaged.

3.3 We expressly ask you, the customer, before and on entering into the agreement, to provide us with all the information we require to perform the agreement. This includes information of which HAPPY GOOD TALK states that is necessary for the performance of the agreement, but also information which you should reasonably understand is necessary for the proper performance of the agreement. Failure to provide that information, or to do so in a timely manner, is at your risk and expense, and HAPPY GOOD TALK is not liable for any loss incurred as a result of such failure.

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 session and 70% on completion of the training session or series.

4.4 In the case of a training series, HAPPY GOOD TALK may at any time invoice the work performed per completed training session, contrary to the agreed manner of invoicing.

4.5 Work that falls outside the agreed and described assignment constitutes additional work. In the event of additional work, HAPPY GOOD TALK charges its usual hourly rate on top of the agreed fee.

4.6 If HAPPY GOOD TALK is given a (separate) assignment for which the parties have not agreed a fixed or other fee, HAPPY GOOD TALK calculates its fee based on the number of hours spent, multiplied by its customary hourly rate, unless otherwise agreed.

4.7HAPPY GOOD TALK applies a fixed credit period of 14 days. HAPPY GOOD TALK may refuse participation by the customer or the participant designated by the customer, or suspend performance of the agreement or dissolve (ontbinden) the agreement, if the customer fails to perform his or her payment obligations in a timely manner.

4.8 Any complaints regarding an invoice must be submitted to HAPPY GOOD TALK in writing or by email within eight days after the invoice date. 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 HAPPY GOOD TALK is not liable in any manner, on any legal ground, for any kind of loss occurred in, during or as a result of the performance of the agreement, except in the case of intent or deliberate recklessness.

5.2 If liability on the part of HAPPY GOOD TALK is established, the amount of compensation due is limited to the amount paid out by HAPPY GOOD TALK’s professional liability insurance in the case in question.

5.3 HAPPY GOOD TALK is in no event liable for indirect loss, 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 notice of liability addressed to HAPPY GOOD TALK does not suspend the payment obligation. In other words, if you, the customer, hold HAPPY GOOD TALK liable, you are still required to fulfil your payment obligations.

5.4 Notwithstanding the statutory time limit, the time limit for all claims and defences against HAPPY GOOD TALK and any third party engaged by us in the performance of the agreement is one year. Any claim for damages expires if HAPPY GOOD TALK is not notified of the claim in writing within that period.

5.5 The customer indemnifies HAPPY GOOD TALK against any third-party claims relating to or arising from the performance of the agreement. The costs incurred by HAPPY GOOD TALK as a result of such third-party claims also come under this indemnification.

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 (ontbinden) or cancel the agreement with immediate effect and without any notice of default or judicial intervention being required if:

• 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 customer performs actions that damage or may damage HAPPY GOOD TALK’s reputation; or
• the cooperation breaks down irreparably as a result of an insurmountable difference of opinion. 6.7 HAPPY GOOD TALK may cancel the assignment if serious personal circumstances (such as a death in the trainer’s or management’s family) make it temporarily impossible to perform the agreement. This applies in cases that are universally recognised as such. HAPPY GOOD TALK then informs the customer accordingly as soon as possible and schedules a new date for the training session or sessions.

6.8 HAPPY GOOD TALK may reschedule the training session or sessions if there are insufficient participants to guarantee the quality of the training according to the HAPPY GOOD TALK standard. 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 HAPPY GOOD TALK owns the copyright in all project material, reports, presentations, brochures and other documents of HAPPY GOOD TALK. These documents may not be shared, used or processed in any manner without HAPPY GOOD TALK’s express written consent.

7.2 If HAPPY GOOD TALK gives its consent for the use of, briefly stated, documents belonging to HAPPY GOOD TALK (as referred to in Article 7.1), HAPPY GOOD TALK’s logo and company name must always be prominently displayed. The manner in which HAPPY GOOD TALK’s company name and logo are displayed must be agreed with HAPPY GOOD TALK before their publication or use.

Article 8

8.1 HAPPY GOOD TALK treats your personal data with due care, as set out in the General Data Protection Regulation (GDPR).

8.2 HAPPY GOOD TALK’s privacy statement can be found on www.happygoodtalk.com/contact. 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.