General terms and conditions

Article 1. Definitions
1. Client means the person who commissioned the work.
2. Assignment means the client's request to Goals Arbeidsmarketing BV to perform work for payment.
3. Work means all that Goals Arbeidsmarketing BV makes and/or undertakes on behalf of the client, within the framework of the assignments provided by the client with a view to the client's interests.
4. Offer means the work specified to a greater or lesser extent and the budget for the costs associated with that work.

Article 2. Differing conditions
1. These conditions apply to all tenders, agreements and deliveries of Goals Arbeidsmarketing BV, unless they are expressly declared not applicable in full or in part in writing, or are only declared applicable insofar as they do not conflict with the written agreements between client and Goals Arbeidsmarketing BV.

Article 3. Offers and order confirmations
1. All quotations are without obligation unless otherwise stated in the quotation itself.
2. The quotation/order confirmation states what will be carried out by Goals Arbeidsmarketing BV and what costs this will involve for you as a client. Insofar as, during the implementation of the contract, unavoidable deviations from a quotation/order confirmation occur, Goals Arbeidsmarketing BV will inform the client thereof at the earliest possible stage.
3. Overruns of quotations/order confirmations up to 10% are accepted as a budgetary risk by the client and therefore need not be reported as such.
4. Exceedances of quotations as a result of sales conditions of suppliers and other third parties engaged by Goals Arbeidsmarketing BV, do not count as exceedance, even if those conditions are not separately included in a quotation/order confirmation.
5. Modification, termination or withdrawal of the assignment provided by the client, both before commencement and during execution thereof, can only take place in mutual consultation and after reaching agreement between Goals Arbeidsmarketing BV and client on compensation on costs and investments already made and must be confirmed in writing.
6. Changes to the assignment may result in the agreed delivery time being exceeded by the Goals Arbeidsmarketing BV beyond its responsibility.

Article 4. Prices and payments
1. All prices are exclusive of VAT and any shipping, transport and postage costs, unless expressly stated otherwise.
2. Goals Arbeidsmarketing BV is entitled to settle with the client any price changes that have occurred after an offer has been made.
3. All payments shall be made to an account designated by Goals Arbeidsmarketing BV.

Article 5. Engagement of third parties
1. If, in the opinion of Goals Arbeidsmarketing BV, this is reasonably necessary for the proper fulfilment of an assignment, or arises from the nature of an assignment, Goals Arbeidsmarketing BV is entitled, on behalf of and at the expense of the client, to instruct third parties to supply or otherwise make available goods and/or services.

Article 6. Payment term
1. Payment shall, without prejudice to the provisions of the following paragraphs, be made within the period indicated in the invoice and, in the absence of such a period, within 14 days from the invoice date. Client shall not be entitled to set off, offset or suspend payment of these invoices against any claim whatsoever.
2. Goals Arbeidsmarketing BV shall ensure timely invoicing.
3. Commercial production and (ether) media costs must be received by Goals Arbeidsmarketing BV from the client before the time, when Goals Arbeidsmarketing BV is obliged to pay these costs.
4. Goals Arbeidsmarketing BV is, regardless of the agreed payment condition(s), entitled to require as security for payment a bank guarantee approved by it from the client.
5. If the client does not fulfil his payment obligation towards Goals Arbeidsmarketing BV within the agreed period, he shall - without prior summons and notice of default being required - owe interest on the invoice amount from the day on which the invoice should have been paid. This interest amounts to one twelfth part of the promissory note discount rate applicable at the time of invoicing plus 2% for each month (or part thereof) of delay in payment.
6. All costs, both judicial and extrajudicial, relating to the collection of the amounts due and not paid on time by the client shall be for the client's account; the submission of the relevant invoices shall suffice as proof of the indebtedness of these costs; these costs shall be fixed at a minimum of 15% of the relevant invoice amount and shall amount to at least € 200 per claim.
7. If the client fails to fulfil one or more of its obligations, fails to do so on time or properly, is declared bankrupt, applies for a moratorium, proceeds to liquidate your company, as well as when your assets are seized in whole or in part, Goals Arbeidsmarketing BV has the right to suspend the execution of the agreement or to terminate the agreement in whole or in part without prior notice of default by means of a written statement, all this at its discretion and always with the retention of any right it has to compensation for costs, damage and interest.

Article 7. Delivery times
1. Specified delivery times are approximate only. Unless expressly agreed otherwise in writing, Goals Arbeidsmarketing BV does not assume any warranty with respect to the agreed delivery times and late delivery does not entitle the client to compensation for damages, dissolution of the agreement or non-performance of any obligation towards Goals Arbeidsmarketing BV.

Article 8. Duty of care
1. Goals Arbeidsmarketing BV will, when performing the work for the client, take the greatest possible care with regard to the interests of the client.
2. Goals Arbeidsmarketing BV also ensures the confidentiality of all data and information made available to Goals Arbeidsmarketing BV by the client in the context of the assignment.

Article 9. Liability and indemnity of third parties
1. Liability for work on behalf of the client, which Goals Arbeidsmarketing BV has assigned to a third party, is limited to the extent that the third party effectively indemnifies Goals Arbeidsmarketing BV. Goals Arbeidsmarketing BV will do everything possible, or provide the client with all the cooperation that can be expected from him, to obtain the highest possible compensation from the third party in question.
2. The client indemnifies Goals Arbeidsmarketing BV against all claims for damages by third parties in respect of the accuracy and factual content of communications and other materials produced on behalf of the client and submitted to him. All this, of course, does not affect the duty of care of Goals Arbeidsmarketing BV under Article 8 of these Terms and Conditions.

Article 10. Exoneration
1. In view of the nature of the work to be carried out by Goals Arbeidsmarketing BV, whereby the involvement of the client himself is paramount, Goals Arbeidsmarketing BV can only give a limited guarantee resulting from the assignment it has carried out. The client can count on the great commitment of Goals Arbeidsmarketing BV and personal attention of all internal and external employees and parties involved.
2. Goals Arbeidsmarketing BV is, in connection with the performance of its activities, never obliged to pay any substitute, additional or other damages, except if and insofar as the damage suffered is caused by intent or gross negligence of Goals Arbeidsmarketing BV or its own employees. Liability of Goals Arbeidsmarketing BV for corporate, consequential or indirect damages is always excluded, except when Goals Arbeidsmarketing BV itself is intentional.
3. Goals Arbeidsmarketing BV is entitled to outsource work and/or deliveries to third parties. In such a situation, Goals Arbeidsmarketing BV is not obliged to do more than what these third parties are obliged and liable to Goals Arbeidsmarketing BV.

Article 11. Confidentiality
1. Both in the preparation phase, prior to an offer to be made by Goals Arbeidsmarketing BV or the provision of the assignment by the client, and during the execution of the assignment, Goals Arbeidsmarketing BV will provide the client with the necessary information regarding ideas for research, execution, design, training, all related to the assignment provided by you as client.
The client is obliged to keep the above information confidential. In particular, this applies to all designs and know-how as provided by Goals Arbeidsmarketing BV to the client in the context of the execution of the assignment. Client may not use this for other purposes or make it available to other persons outside your company. This applies both in the preparation phase and during the execution of the assignment and after completion of the assignment, as well as if no assignment is given after the preparation phase.

Article 12. Intellectual property
1. All intellectual and industrial property rights resting on proposals made and work carried out by Goals Arbeidsmarketing BV on behalf of clients are owned by Goals Arbeidsmarketing BV. Use within the company and reproduction by the client in the context of and within the limits of the purpose of the assignment given by the client to Goals Arbeidsmarketing BV, are of course permitted.
2. Goals Arbeidsmarketing BV will, if in accordance with the exoneration provisions of Article 10 of these Terms and Conditions, indemnify the client against claims of third parties, if and insofar as the client would infringe any right of industrial or intellectual property by the use of the delivered goods. The client is obliged in the event of a claim by a third party to inform Goals Arbeidsmarketing BV in writing within 48 hours and, if requested, to provide all information and cooperation necessary for the conduct of defence and/or settlement negotiations.
3. During the term of the relationship, the client is not entitled to any further or other use of the commissioned product than the previously expressly agreed use. If nothing has been agreed in this respect, the first use shall be deemed to have been agreed.
4. During the term of the relationship, the client is not entitled to modify the commissioned work without the express written consent of Goals Arbeidsmarketing BV.

Article 13. Nature and duration of the agreement
1. Goals Arbeidsmarketing BV looks after the marketing and communication interests of the client within the limits of the assignment. The client is not entitled, without consultation with or permission from Goals Arbeidsmarketing BV, to have the agreed activities carried out by a third party. Neither is Goals Arbeidsmarketing BV entitled to provide corresponding services to other clients insofar as these compete with the client in question, without consultation with or permission from the client.
2. Unless expressly agreed otherwise in writing, or unless such follows from the nature of the assignment, the assignment from client to Goals Arbeidsmarketing BV is for an indefinite period of time, on the understanding that both parties may terminate the relationship by registered letter with due observance of a period of six months from the moment the relationship has lasted six months.
3. During the six-month period referred to in the previous paragraph, the client is obliged to comply with the applicable fee agreement with Goals Arbeidsmarketing BV as if no notice of termination had been given.

Article 14. Advertisements
1. Advertisements are placed by or on behalf of Goals Arbeidsmarketing BV on the basis of a model/design supplied by the client or on the basis of a design approved by the client as made by Goals Arbeidsmarketing BV on the basis of material supplied by the client.
2. The client guarantees that designs or materials supplied by him and instructions given by him will not lead to any problem in the field of intellectual and industrial property. Placement will not take place until the Client has signed an order to that effect. The medium in which the assignment is executed will be sent to the client together with the (final) invoice. Goals Arbeidsmarketing BV shall also act in accordance with the rules for the advertising business 1990 as drawn up by the Raad van Orde en Tucht voor het Advertentiewezen in Amsterdam, which conditions are therefore also applicable to the placement of advertisements.

Article 15. Competent court
1. All agreements concluded under these terms and conditions and all agreements resulting therefrom shall be governed exclusively by Dutch law. All disputes arising from agreements concluded under these terms and conditions and agreements resulting therefrom shall, unless the cantonal court is competent in respect of such dispute, only be brought before the competent court in the district in which Goals Arbeidsmarketing BV has its registered office, such including the obtaining of provisional provisions.