GENERAL TERMS AND CONDITIONS OF DELIVERY VIVACE-CTC

Version: September 2025 - applicable to all offers, assignments and agreements of Vivace-CTC, based in Joure.

1. Definitions

  1. Vivace-CTC: the user of these terms and conditions, also the contractor.
  2. Client: the natural or legal person who enters into an agreement with Vivace-CTC.
  3. Agreement: any agreement between Vivace-CTC and Client concerning services and/or materials to be delivered by Vivace-CTC.
  4. Services: all work to be performed by Vivace-CTC, including (but not limited to) training, coaching, consultancy, education, (online) sessions and related activities.
  5. Materials: all documents, content, models, formats, presentations, tools and other (digital) works provided or developed by or on behalf of Vivace-CTC.
  6. Working day: Monday to Friday, excluding public holidays in the Netherlands.

2. Applicability and ranking

  1. These conditions apply to all offers, assignments, agreements and legal relationships between Vivace-CTC and Client.
  2. Deviations shall apply only if confirmed in writing by Vivace-CTC. Purchase or other conditions of the Client are expressly rejected.
  3. Order of priority in case of conflict: (i) written agreement and/or order confirmation, (ii) processor agreement (if applicable), (iii) these terms and conditions, (iv) quotation.
  4. Nullity or nullification of a provision shall not affect the validity of the remaining provisions. In that case, the invalid provision shall be replaced by a provision that approximates its scope as far as possible.

3. Offers, conclusion and cancellation

  1. All offers/quotes of Vivace-CTC are without obligation, valid for 20 days, and based on the Client's information at that time. Obvious errors/mistakes do not bind Vivace-CTC.
  2. The Agreement is concluded after written (including electronic) acceptance by the Client and written confirmation by Vivace-CTC.
  3. Vivace-CTC may revoke an offer up to two Business Days after acceptance if there is a manifest error or changed circumstances beyond its control.
  4. Cancellation by the Client after completion is not possible without Vivace-CTC's written consent. Upon consent, 100% of the agreed price shall be due, unless otherwise agreed in writing.
  5. The statutory cooling-off period of 14 days only applies if Client is a consumer and a distance or off-premises contract has been concluded; no cooling-off period applies to business orders.

4. Implementation, planning and changes

  1. Vivace-CTC performs the Services as a best efforts obligation to the best of its knowledge and ability; there is no obligation of result and no guarantee of specific outcomes.
  2. Deadlines and schedules are indicative. Exceeding them shall not constitute default or liability for damages. In the event of unforeseen circumstances, Vivace-CTC may adjust deadlines/planning.
  3. Changes or additional work at the request or by action of the Customer will be charged separately at the then current rates and may affect planning.
  4. Vivace-CTC may engage third parties for (parts of) the execution. Vivace-CTC is not liable for shortcomings of third parties, barring intent or deliberate recklessness on the part of Vivace-CTC itself.
  5. Vivace-CTC operates a complaints procedure; this will be provided upon request. A complaint does not suspend payment obligations.

5. Co-operation and duty to inform Principal

  1. Client shall provide in a timely manner all information, access, systems, decisions and cooperation reasonably required for performance.
  2. Client guarantees the accuracy and completeness of information provided.
  3. If necessary cooperation/information is not forthcoming, Vivace-CTC may suspend the execution and charge the resulting costs and damages separately.
  4. The client will not approach staff or third parties deployed by Vivace-CTC during the assignment and 12 months thereafter to hire or accept assignments without Vivace-CTC's prior written consent.

6. Compensation, rates and price adjustment

  1. Unless otherwise stated, rates are exclusive of VAT and other levies, travel and accommodation costs, location costs and material costs.
  2. Vivace-CTC may adjust rates on an interim basis in the event of changed market conditions, indexation, increased costs or changed laws and regulations. For ongoing processes, Vivace-CTC will notify the Client in advance.

7. Invoicing and payment

  1. Unless otherwise agreed: 50% in advance upon order confirmation, 50% halfway through performance or no later than 14 days before the (last) training day. For assignments shorter than one month or < €2,000, Vivace-CTC may invoice in arrears.
  2. Payment term is 14 days after invoice date. If payment is not made on time, the Client shall be in default by operation of law and shall owe statutory (commercial) interest.
  3. All (extra)judicial collection costs shall be borne by the Principal and shall be determined in accordance with the Decree on compensation for extrajudicial collection costs (at least € 150).
  4. Vivace-CTC may suspend its obligations in the absence of (timely) payment or sufficient security. Client is not entitled to suspension or set-off.
  5. In case of (application for) bankruptcy, suspension of payment, attachment or liquidation, all claims of Vivace-CTC shall be immediately due and payable.

8. Intellectual property and right of use

  1. All intellectual property rights in Materials belong exclusively to Vivace-CTC or its licensors.
  2. Client only acquires a personal, non-exclusive, non-transferable and non-sublicensable right of use to use Materials internally for its own business purposes and only for the agreed purposes.
  3. The Client is not permitted to reproduce, disclose, modify, translate, distribute, sell or share any Materials in whole or in part without the prior written consent of Vivace-CTC.
  4. Vivace-CTC may take technical measures to protect rights. Client shall not circumvent such measures.

9. Confidentiality

  1. The parties shall maintain strict confidentiality on all information that is by its nature confidential or designated as such.
  2. This obligation applies during the term of the Agreement and indefinitely thereafter.

10. Data protection

  1. Vivace-CTC processes personal data in accordance with its current privacy statement (available on the website). If Vivace-CTC acts as a processor, the parties shall conclude a processor agreement.
  2. For transfers outside the EEA, appropriate safeguards are applied (including EU standard contractual clauses or EU-US Data Privacy Framework).

11. Liability and indemnity

  1. Insofar as mandatory law does not prescribe otherwise, all liability of Vivace-CTC is excluded, except for damage that is the direct and immediate consequence of intent or conscious recklessness of the statutory management of Vivace-CTC.
  2. In all cases in which liability cannot be validly excluded, the total liability of Vivace-CTC shall be limited to the lower of: (i) the amount paid out by the liability insurance of Vivace-CTC in the case in question, or (ii) the net fee actually paid by the Principal for the assignment in question, with an absolute maximum of € 1,500 per event (a series of related events shall be deemed to be one event).
  3. Vivace-CTC shall never be liable for indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, business stagnation, damage due to data loss, damaged data or claims of third parties.
  4. Any claim for damages shall lapse and/or expire no later than 12 months after the Client is aware or could reasonably have been aware of the damages and the (possible) liability of Vivace-CTC.
  5. The Client shall indemnify Vivace-CTC against third party claims related to or arising from the Client's use of the Services and/or Materials in violation of the Agreement, the law or third party rights.
  6. Exclusions and limitations do not apply to liability that cannot be excluded by law, such as for death or personal injury caused by an act or omission for which Vivace-CTC is liable under mandatory law.

12. Force majeure

  1. Force majeure means any circumstance independent of the will of Vivace-CTC that temporarily or permanently prevents fulfilment, including illness or failure of trainers, epidemics/pandemics and government measures, disruptions in (tele)communications, internet or SaaS services, energy or water supply, strikes, fire, weather conditions, transport problems, failure of suppliers/locations or third parties.
  2. In the event of force majeure, Vivace-CTC may suspend its obligations or dissolve (part of) the Agreement without being liable for compensation. Work already carried out and costs incurred shall be invoiced pro rata.

13. Termination and suspension

  1. Vivace-CTC may suspend or terminate all or part of the Agreement with immediate effect if the Client fails imputably, applies for or is in the process of applying for a moratorium/ bankruptcy, is attached or the business is discontinued.
  2. Termination does not release Client from the obligation to pay for services already rendered and costs incurred; no right to refund.

14. Electronic communication

  1. Electronic communication (including e-mail and digital signature) has the same legal force as written communication, unless mandatory law provides otherwise.

15. Transfer, subcontracting and settlement

  1. Vivace-CTC may transfer or outsource rights and obligations under the Agreement to third parties. The Client may not transfer rights/obligations without the prior written consent of Vivace-CTC.
  2. Client is not entitled to set-off or suspension.

16. Amendment of these terms and conditions

  1. Vivace-CTC may amend these terms and conditions. The amended conditions shall also apply to existing agreements, subject to a notice period of 14 days. If the Client does not agree to a material change that is detrimental to him, he may notify this in writing within that period; in the absence thereof, changes shall be deemed to have been accepted.

17. Applicable law and choice of forum

  1. The legal relationship between Vivace-CTC and Client shall be governed exclusively by Dutch law, to the exclusion of the Vienna Sales Convention.
  2. Disputes shall be submitted exclusively to the competent court of the district of Overijssel (location Zwolle), without prejudice to Vivace-CTC's right to summon the Client to appear in its place of residence/establishment.

18. Final provisions

  1. If any provision is void or unenforceable, it shall be replaced by a provision that approximates the scope as far as possible; the other provisions shall remain in full force and effect.
  2. The Dutch-language version of these terms and conditions prevails in case of differences of interpretation.

Vivace-CTC - Joure, September 2025