General Terms and Conditions

Article 1: Definitions
In these terms and conditions, the following definitions with capital letters mean:

Contractor: LeftField Studio B.V.
Client: Customers of the organizations of LeftField Studio.
Assignment: The service or product requested by the Contractor from the Client.

Article 2: Applicability
2.1 These terms and conditions apply to all agreements concluded with the Contractor. The applicability of the general terms and conditions of the Client, by any name, is hereby explicitly rejected.
2.2 Deviations from these terms and conditions are only binding if and to the extent they have been agreed in writing between the Parties.
2.3 If these terms and conditions are also provided in a language other than Dutch, the Dutch version will be binding in case of a dispute.

Article 3: Formation of the Agreement
3.1 Agreement for product or service: For the formation of an agreement between a Client and Contractor for a product or service, the general terms and conditions applicable to that specific Contractor apply.
3.2 Assignment: The agreement between the Contractor and the Client is formed by the legal signing by the Client of the offer drawn up by the Contractor or by the legal signing of the written confirmation by the Client or by the legal written confirmation by the Contractor of the telephone registration or assignment of the Client.
3.3 Non-binding nature of the offer: All offers and quotations from the Contractor are non-binding until an agreement concerning that offer has been concluded between the Parties.

Article 4: Execution of the Agreement
4.1 As far as the offers made by the Contractor are based on information provided by the Client, the Client guarantees that all essential information for the setup and execution of the quoted work has been provided to the best of their knowledge. The Client ensures that all data that the Contractor indicates as necessary, or that the Client should reasonably understand as necessary for the execution of the agreement, is provided to the Contractor in a timely manner. The Contractor will perform the services to be provided to the best of its knowledge and ability and in accordance with the requirements of professional craftsmanship, based on the state of science known at that time.
4.2 The Contractor is not liable for any damage of any kind due to the Contractor relying on incorrect and/or incomplete information provided by the Client unless the inaccuracy or incompleteness was known to them.
4.3 If it is agreed that the agreement will be executed in phases, the Contractor may suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
4.4 For other provisions regarding the execution of the agreement, the general terms and conditions and contractual agreements of the specific organization of LeftField Studio apply.

Article 5: Payment for training/education assignments and research
5.1 The Contractor invoices the fees owed by the Client through an invoice. The Client must pay the owed fees within 30 days of the invoice date in the manner indicated by the Contractor without invoking suspension or set-off due to a (presumed) shortcoming in the execution of the assignment accepted by the Contractor to which the invoice relates unless expressly agreed otherwise. If the invoice is sent less than 30 days prior to the training/education assignments and research by the Contractor to the Client, the Client must ensure payment immediately, in any case, before the (first) date on which the assignment takes place. In case of incomplete or late payment, the Contractor may refuse the Client the assignment. For special actions such as last-minute deals, the owed fee must also be paid before the start of the assignment.
5.2 If the Client does not pay the invoice(s) sent by the Contractor within the agreed term, they are in default without any further notice of default. From the due date, the Contractor is always entitled to charge the statutory interest and the actual collection costs in accordance with the report Voor Werk II, without prejudice to the right of the Contractor to compensation for other damage at the Client's expense.
5.3 If the Client is in default due to untimely and/or incomplete payment, the Contractor is entitled to suspend the execution of the assignment immediately.

Article 6: Suspension and Termination
Both parties can terminate the agreement in writing at any time. Parties must observe a reasonable notice period in that case. The Contractor 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 if the Client has not fulfilled their payment obligation on time.

Article 7: Copyright
7.1 Models, techniques, instruments, including software used for the execution of the work and included in the result, are and remain the property of the Contractor. Disclosure can only take place after obtaining permission from the Contractor. The Client has the right to reproduce documents for use within their own organization insofar as this fits within the purpose of the assignment. The copyright on the materials or services issued by the Contractor rests with the Contractor unless a different copyright holder is indicated on the work itself.
7.2 The copyright on everything resulting from the work of the Contractor rests exclusively with the Contractor unless otherwise agreed in writing. The Contractor also retains the right to use the knowledge gained from the execution of the work for other purposes, provided that no confidential information is brought to the attention of third parties.

Article 8: Employee Transfer
The employees of the Contractor are bound by a non-competition clause during the employment and for two years after the termination of the employment, meaning they may not perform work for clients of the Contractor. Therefore, the Client is prohibited from employing (former) employees of the Contractor during the aforementioned period without prior written permission from the Contractor, or from using their services in any legal construction, whether or not against payment. This also applies if the former employee is employed by a third party.

Article 9: Liability
9.1 The Contractor endeavors to perform the given Assignments to the best of their knowledge and ability. Thus, the Contractor guarantees good quality of the execution of the work.
9.2 The Contractor accepts no liability towards the Client for any damage unless their liability insurance covers the damage and insofar as the insurer proceeds to pay out.
9.3 Apart from the cases mentioned in paragraph 2, liability is limited to the amount charged for the performance causing the damage. The agreements regarding the amount of compensation are binding as per the general terms and conditions and the contract of the respective Contractor.
9.4 Any liability of the Contractor for indirect damage, including consequential damage, lost profit, and damage due to business interruption, is expressly excluded.

Article 10: Processing of Personal Data
10.1 The basis for processing personal data is the execution of the agreement with the Client as included in the general terms and conditions of the Contractor.
10.2 The purpose for which we process personal data is related to the services of the Contractor.
10.3 All personal data obtained in the context of the agreement with the Client are treated strictly confidentially by the Contractor and in accordance with applicable privacy laws and regulations.
10.4 The research data obtained by the Contractor from the Client may be used in anonymized form for (scientific) research activities. The data may thus be published, whereby the exact origin of the data will not be mentioned without the express consent of the Client. By granting the assignment to the Contractor, the Client also grants permission to the Contractor for the use of the data generated by the Contractor for the services.
10.5 Privacy data are included in the Contractor's customer database and are used to keep the party involved informed of training and other products and services of the Contractor. The data may be made available to all labels of the Contractor. If the participant indicates they do not wish to receive information other than for their own training, this is respected immediately, and the participant's data will no longer be used for this purpose.
10.6 Participants have the right to access, correct, or delete personal data.

Article 11: Providing Personal Data to Third Parties
11.1 Personal data are never provided to third parties unless:
- With express consent from the individual concerned.
- Required by law or requested by the Public Prosecutor's Office and/or the police in the context of the detection and prosecution of criminal offenses.
11.2 The Contractor may engage third parties to process personal data. The Contractor requires these third parties to act in accordance with the Contractor's privacy conditions as laid down in a document as referred to in Article 13 of the Personal Data Protection Act.
11.3 Personal data are not sold to third parties.

Article 12: Data Transfer to a Third Country
For the proper execution of the agreement with the Client, the Contractor may store or transfer personal data to countries that do not offer guarantees for an adequate level of protection as referred to in Article 77(1) of the Personal Data Protection Act. The Contractor will use a model contract as referred to in Article 26(4) of Directive 95/46/EC of the European Parliament and the Council of the European Union as much as possible or ensure compliance with one of the other exceptions mentioned in Article 77(1) of the Personal Data Protection Act.

Article 13: Confidentiality
In addition to the provision in 10.3, all Parties are obliged to confidentiality of all confidential information obtained from each other or from other sources within the framework of the agreement. Information is considered confidential if it has been communicated as such by the other party or if it arises from the nature of the information.

Article 14: Applicable Law and Competent Court
Dutch law applies to every agreement between the Contractor and a Client. Disputes arising from agreements to which these terms and conditions apply will be settled by the competent court in Arnhem.

Article 15: Questions and Complaints
The Contractor intends to answer questions or complaints as soon as possible and to full satisfaction. For handling questions or complaints of an administrative nature or about the content of the training, the Client is accessible by phone and email. The aim is to respond to the question or complaint within 10 working days from the date of receipt.