Definitions

1. Head Start, located in Amsterdam, registered under Chamber of Commerce number 73570788.
2. Client: the party that has entered into an agreement with Head Start.
3. Parties: Head Start and client together.
4. Consumer: a client who is also an individual and acts as a private person.

‍Applicability of General Terms and Conditions

1. Parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the client or third parties.
2. These terms and conditions apply to all quotes, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of Head Start.
3. The client can only deviate from these conditions if this has been expressly agreed upon in writing with Head Start.

Offers and Quotes

1. Offers and quotes from Head Start are non-binding unless otherwise expressly stated.
2. An offer or quote is valid for a maximum of 2 weeks, unless another acceptance period is stated in the offer or quote.
3. If the client does not accept an offer or quote within the applicable period, the offer, or quote expires.
4. Offers and quotes do not apply to repeat orders unless this has been expressly agreed upon in writing between the parties.

Acceptance

1. Upon acceptance of a non-binding offer or quote, Head Start reserves the right to withdraw the offer or the quote within 3 days after receiving the acceptance, without the client being entitled to any rights.
2. Verbal acceptance by the client only commits Head Start after the client has confirmed it in writing (or electronically).

Prices

1. All prices used by Head Start are in euros, excluding VAT, and excluding any other costs such as administrative fees, levies, and travel, shipping, or transport costs, unless expressly stated otherwise or agreed otherwise.
2. Head Start can change all prices for the products or services, whether displayed on the website or otherwise made known, at any time.
3. The price for a service is determined by Head Start based on actual hours spent.
4. The price is calculated according to Head Start's standard hourly rates, applicable for the period in which the services are provided, unless a different hourly rate has been agreed upon.
5. If parties have agreed on a total amount for a service provided by Head Start, this is always an estimate, unless the parties have expressly and in writing agreed on a fixed price from which one cannot deviate.
6. Head Start is entitled to deviate up to 10% from the estimate.
7. If the estimate turns out to be more than 10% higher, Head Start must inform the client in time about why a higher price is justified.
8. If the estimate is more than 10% higher, the client has the right to cancel the part of the order that exceeds the estimate plus 10%.
9. Head Start has the right to adjust the prices annually.
10. Head Start will notify the client of price adjustments before they take effect.
11. The consumer has the right to terminate the agreement with Head Start if he/she does not agree with the price increase.

Consequences of Not Paying on Time

1. If the client does not pay within the agreed period, Head Start is entitled to charge an interest of 1% per month from the day the client is in default, whereby part of a month is counted as a full month.
2. When the client is in default, he is also due to pay extrajudicial collection costs and any damages to Head Start.
3. The collection costs are calculated based on the Decree on compensation for extrajudicial collection costs.
4. If the client does not pay on time, Head Start can suspend its obligations until the client meets his payment obligation.
5. In case of liquidation, bankruptcy, seizure, or suspension of payment of the client, Head Start's claims on the client are immediately due.
6. If the client refuses to cooperate with the execution of the agreement by Head Start, he is still obliged to pay the agreed price to Head Start.

Right of Suspension

Unless the client is a consumer, the client waives the right to suspend the fulfillment of any obligation arising from this agreement.

Setoff

Unless the client is a consumer, the client waives his right to offset a debt to Head Start against a claim on Head Start.

Insurance

1. The client is obliged to adequately insure and keep insured the following items against risks such as fire, explosion, water damage, and theft:
◦ delivered items necessary for the execution of the underlying agreement
◦ items from Head Start present at the client's location
◦ items delivered under the retention of title
2. The client provides the insurance policies for these insurances for inspection at Head Start's first request.

Warranty

When parties have entered into an agreement with a service character, it contains only an obligation to perform to the best of one's ability for Head Start, not an obligation to achieve a specific result.

Execution of the Agreement

1. Head Start executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
2. Even if admin rights are granted, the (intellectual) property of the site remains with the client.
3. Head Start has the right to have the agreed service performed (in part) by third parties.
4. The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the client.
5. It is the customer's responsibility to ensure that Head Start can commence the execution of the agreement on time.
6. If the customer fails to ensure that Head Start can commence the execution of the agreement on time, any additional costs and/or hours resulting from this will be charged to the customer.

Provision of Information by the Customer

1. The customer provides all information, data, and documents relevant for the correct execution of the agreement to Head Start in a timely manner and in the desired form and manner.
2. The customer is responsible for the accuracy, completeness, and reliability of the information, data, and documents provided, even if they come from third parties, unless the nature of the agreement indicates otherwise.
3. If and to the extent requested by the customer, Head Start will return the relevant documents.
4. If the customer does not, not on time, or not adequately provide the information, data, or documents reasonably requested by Head Start, and this causes a delay in the execution of the agreement, the resulting additional costs and hours will be charged to the customer.

Duration of the Agreement

1. The agreement between Head Start and the customer is entered into for a period of 1 year, unless the nature of the agreement indicates otherwise or the parties have expressly agreed otherwise in writing.
2. If an agreement for a definite period has been entered into, it will be tacitly converted into an agreement for an indefinite period at the end of that period, unless one of the parties terminates the agreement, observing a notice period of 2 months. In the case of a consumer, a notice period of 1 month is sufficient for the agreement to end by operation of law.
3. If the parties have agreed on a deadline for the completion of certain tasks within the term of the agreement, this is never a strict deadline. In the event of exceeding this deadline, the customer must give Head Start written notice of default.

Confidentiality

1. The customer will keep any information received from Head Start (in any form) confidential. The same applies in reverse for all information that Head Start receives from the customer.
2. The same applies to all other information about Head Start that the customer knows or reasonably suspects to be secret or confidential, or which they can expect that its disclosure could harm Head Start.
3. The parties will take all necessary measures to ensure that they also keep the information mentioned in paragraphs 1 and 2 confidential.
4. The confidentiality obligation described in this article does not apply to information:
◦ that was already public before this information was learned or that later became public without this being the result of a breach of confidentiality.
◦ that is disclosed by the parties due to a legal obligation.
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years thereafter.

Penalty Clause

1. If the customer breaches the article of these general terms and conditions concerning confidentiality or intellectual property, they will owe Head Start an immediately payable fine for each breach.
◦ If the party in question is a consumer, this fine amounts to €1,000.
◦ If the party in question is a legal entity, this fine amounts to €5,000.
2. In addition, the other party owes an amount of 5% of the amount mentioned in paragraph 1 for each day that the breach continues.
3. No prior notice of default or legal procedure is required to impose this fine. Nor does there have to be any damage.
4. The imposition of the fine mentioned in the first paragraph of this article does not affect the other rights of the parties, including their rights to claim compensation in addition to the fine.

Indemnity

The customer indemnifies Head Start against all claims by third parties related to the products and/or services supplied by Head Start.

Complaints

1. The customer must inspect a product delivered or service provided by Head Start as soon as possible for any shortcomings.
2. If a delivered product or provided service does not meet what the customer could reasonably expect from the agreement, the customer must notify Head Start of this as soon as possible, but in any case within 1 month after discovering the shortcomings.
3. Consumers must notify Head Start within 2 months after discovering the shortcomings.
4. The customer provides as detailed a description of the deficiency as possible, so Head Start can respond adequately.
5. The customer must prove that the complaint relates to an agreement between the parties.
6. If a complaint concerns ongoing work, this cannot result in Head Start being required to perform tasks other than those agreed upon.
7. If the customer is dissatisfied with the service of Head Start, they must inform Head Start as soon as possible, and the parties will try to find an informal solution.

Insurance

1. The customer must inspect a product delivered or service provided by Head Start as soon as possible for any shortcomings.
2. If a delivered product or provided service does not meet what the customer could reasonably expect from the agreement, the customer must notify Head Start of this as soon as possible, but in any case within 1 month after discovering the shortcomings.
3. Consumers must notify Head Start within 2 months after discovering the shortcomings.
4. The customer provides as detailed a description of the deficiency as possible, so Head Start can respond adequately.
5. The customer must prove that the complaint relates to an agreement between the parties.
6. If a complaint concerns ongoing work, this cannot result in Head Start being required to perform tasks other than those agreed upon.
7. If the customer is dissatisfied with the service of Head Start, they must inform Head Start as soon as possible, and the parties will try to find an informal solution.

Default Notice

1. The customer must communicate defaults in writing to Head Start.
2. It is the customer's responsibility to ensure a default notice is indeed (timely) received by Head Start.

Joint and Several Liability of the Customer

When Head Start enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe to Head Start under that agreement.

Liability

1. Head Start is only liable for any damage suffered by the customer if such damage is caused by intent or deliberate recklessness.
2. If Head Start is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
3. Head Start is never liable for indirect damage, such as consequential damage, lost profit, missed savings, or damage to third parties.
4. If Head Start is liable, this liability is limited to the amount paid by a concluded liability insurance and, in the absence of (full) payment by an insurance company, the liability is limited to the invoice amount (or portion thereof) to which the liability pertains.
5. All images, photos, colors, drawings, and descriptions on the website or in a catalog are indicative and are approximate; they cannot be a reason for compensation or (partial) dissolution of the contract or suspension of any obligation.

Expiration Period

Any right of the customer to compensation from Head Start expires after 12 months from the event causing direct or indirect liability. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Default Notice

1. The customer must communicate defaults in writing to Head Start.
2. It is the customer's responsibility to ensure a default notice is indeed (timely) received by Head Start.

Right to Termination

1. The customer has the right to terminate the agreement when Head Start defaults in its obligations unless this default does not justify the termination due to its unique nature or minor significance.
2. If the fulfillment of obligations by Head Start is not permanently or temporarily possible, termination can only occur after Head Start is in default.
3. Head Start has the right to terminate the agreement with the customer if the customer does not fully or timely meet his obligations, or if Head Start becomes aware of circumstances giving it good reason to fear that the customer will not adequately fulfill his obligations.

Force Majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Head Start to fulfill any obligation towards the customer cannot be attributed to Head Start in a situation beyond its control, which hinders or makes the fulfillment of its obligations unreasonable.
The force majeure situations mentioned in paragraph 1 include - but are not limited to:
◦ emergencies (like civil wars, riots, natural disasters, etc.);
◦ defaults and force majeure of suppliers, deliverers, or other third parties;
◦ unexpected power, electricity, internet, computer, and telecom failures;
◦ computer viruses, strikes, government actions, unforeseen transport problems, adverse weather conditions, and work interruptions.
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2. If a force majeure situation occurs, preventing Head Start from fulfilling its obligations to the customer, those obligations are suspended until Head Start can meet them.
3. If a force majeure situation lasts for at least 30 calendar days, Head Start may terminate the agreement in writing, either fully or in part.
4. In a force majeure situation, Head Start owes no compensation, even if it benefits from the situation.

Modification of the Agreement

If it becomes necessary to change or supplement the content of the agreement after it has been concluded, the parties will amend the agreement accordingly in a timely manner and in mutual consultation.

Modification of General Terms and Conditions

1. Minor changes can be made at any time.
2. Head Start will discuss major substantive changes with the customer as much as possible in advance.
3. The customer has the right to terminate the agreement in case of a significant change to the general terms and conditions.
4. Head Start is entitled to change or supplement these general terms and conditions.

Transfer of Rights

1. Rights of the customer from an agreement between the parties cannot be transferred to third parties without the prior written consent of Head Start.
2. This provision is intended as a stipulation with property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Consequences of Nullity or Annulability

1. If one or more provisions of these general terms and conditions prove to be void or annulled, it does not affect the remaining provisions of these terms.
2. A provision that is null or annulled will be replaced by a provision that comes closest to what Head Start intended when drafting the terms on that point.

Applicable Law and Competent Court

Only Dutch law applies to every agreement between the parties. The Dutch court in the district where Head Start is located / practices / has its office is exclusively competent to hear any disputes between the parties unless the law mandates otherwise.