Terms
1. Who and what these terms apply to
1.1 Quiet Resolve BV ("Quiet Resolve") is registered with the Dutch Chamber of Commerce (KvK) under number 42216202, at Bergstraat 120, 5051 HE Goirle, the Netherlands.
1.2 These terms apply to every offer from Quiet Resolve and to every agreement between Quiet Resolve and a client for advisory packages, workshops and continued support.
1.3 Quiet Resolve works for businesses and organizations, not for consumers.
1.4 The client's own purchasing or other terms do not apply, unless Quiet Resolve has accepted them in writing.
1.5 Where the offer and these terms differ, the offer prevails.
2. Offer and agreement
2.1 An offer is valid for 30 days, unless it states otherwise.
2.2 The agreement starts when the client accepts the offer in writing. An email is enough.
2.3 The offer sets out the scope: what is covered, what the client receives, the planning and the price.
2.4 A change to the scope is agreed in writing before work on it starts, together with its effect on the price and the planning.
3. How Quiet Resolve works
3.1 Quiet Resolve carries out the work with the care and skill that may be expected of a professional adviser. The work is advice. Quiet Resolve commits to the effort and to the deliverables named in the offer, not to a commercial result.
3.2 The client decides what to do with the advice, and remains responsible for those choices and for carrying them out.
3.3 Quiet Resolve advises. It does not develop software, does not sell on the client's behalf, and does not manage the client's people, unless the offer states otherwise.
3.4 Dates in the offer are target dates, not strict deadlines. If a date is at risk, Quiet Resolve tells the client as soon as it knows.
3.5 Quiet Resolve involves a third party in the work only with the client's consent.
4. What the client provides
4.1 The client provides what the offer lists under "what is needed from you": a sponsor with the authority to decide, access to the people who know the product and the customers, the data and documents asked for, and introductions to customers where the offer includes customer conversations.
4.2 The client is responsible for the accuracy and completeness of what it provides, and for being allowed to share it.
4.3 If the client does not provide these in time, the planning moves with it. If this causes extra work, Quiet Resolve tells the client first and may then charge for that work.
4.4 A planned working session can be moved at no charge up to two working days beforehand.
4.5 A workshop that the client cancels or moves less than ten working days beforehand is charged at 50% of its price.
5. Price and payment
5.1 Prices are in euros and exclude VAT. Travel and accommodation outside the Netherlands are charged at cost, after agreement.
5.2 A package is invoiced in two parts: 50% on acceptance of the offer and 50% at the closing presentation. A workshop and a Build Support Block are invoiced in full in advance.
5.3 The first invoice for a package and invoices for a workshop or a Build Support Block are due within 14 days of the invoice date. The final invoice for a package is due within 30 days of the invoice date.
5.4 If the client pays late, it owes the statutory commercial interest and reasonable collection costs. After a written reminder, Quiet Resolve may pause the work until payment is received.
5.5 The client raises an objection to an invoice in writing within 14 days of the invoice date. An objection does not suspend payment of the part that is not in dispute.
6. Continued support (Build Support Block)
6.1 A client who has completed a package can book a Build Support Block. The offer states the number of days and the period; the standard block is six days within ninety days.
6.2 Days that are not used within the period lapse. They are not carried over or refunded.
6.3 A Build Support Block is advice only. The client's team does the work and remains responsible for delivery.
6.4 A client has one block at a time. A block can be renewed once; after that, further work is set out in a new offer.
7. Confidentiality
7.1 Each party keeps confidential all information from the other party that is marked as confidential or that it should understand to be confidential, and uses it only for the agreement.
7.2 This does not apply to information that is public, that the receiving party already had or developed by itself, or that it has to disclose by law.
7.3 The duty of confidentiality continues for three years after the agreement ends.
7.4 Quiet Resolve names the client as a client, or describes the work as a case, only with the client's prior consent.
8. Intellectual property
8.1 Everything the client brings to the work stays the client's: software, data, documents and brands.
8.2 Once the price has been paid in full, the client may freely use, copy and adapt the deliverables made for it under the agreement, within its own organization and group.
8.3 Quiet Resolve keeps the rights to its methods, models, templates and general know-how, including what it learns and improves during the work. It may use these for other clients and for its own products, as long as it does not use the client's confidential information.
8.4 Deliverables are written for the client. The client may share them with its advisers, investors and prospective buyers. Those parties cannot derive rights from them.
9. Personal data
9.1 Each party complies with the General Data Protection Regulation where it applies to its part of the work.
9.2 The client shares no more personal data than the work needs, and removes or masks personal data in exports where it can.
9.3 If Quiet Resolve processes personal data on the client's behalf, the parties sign a data processing agreement before that data is shared.
10. Liability
10.1 Quiet Resolve's total liability for damage arising from an agreement is limited to the price the client has paid for that agreement, excluding VAT.
10.2 Quiet Resolve is not liable for indirect damage, such as lost profit, lost revenue, missed savings and damage from business interruption.
10.3 These limits do not apply to damage caused by intent or deliberate recklessness on the part of Quiet Resolve's management.
10.4 The client reports damage in writing within three months of discovering it. Any claim lapses twelve months after the work it relates to has ended.
10.5 The client indemnifies Quiet Resolve against claims from third parties that are connected with the client's use of the advice, except where article 10.3 applies.
10.6 Value cases, revenue estimates and other forecasts are estimates based on the information and assumptions stated in them. They are not a guarantee of results.
11. Circumstances outside a party's control
11.1 A party is not liable for failing to perform when this is caused by circumstances outside its reasonable control. For Quiet Resolve this includes illness of the person carrying out the work.
11.2 If such a situation lasts longer than 30 days, either party may end the agreement in writing. The client then pays for the work done up to that point, in proportion to the price.
12. Ending the agreement
12.1 The agreement ends when the deliverables named in the offer have been delivered.
12.2 Either party may end the agreement early in writing, with 14 days' notice. The client then pays for the work done up to the end date, in proportion to the price, and for costs already agreed and incurred.
12.3 Either party may end the agreement at once if the other party is declared bankrupt or is granted a suspension of payments, or does not remedy a serious breach within 14 days of a written notice.
12.4 Articles 7, 8 and 10 continue to apply after the agreement ends.
13. Other provisions
13.1 An equity or venture arrangement is made in a separate written agreement. Nothing in these terms or in an offer creates a right to one.
13.2 Quiet Resolve may change these terms. The version that applied when the offer was accepted stays in force for that agreement.
13.3 If part of these terms turns out to be invalid, the rest remains in force.
13.4 These terms exist in Dutch and in English. If the two versions differ, the English version prevails.
14. Law and disputes
14.1 Dutch law applies to every offer and agreement.
14.2 The parties first try to resolve a dispute together. If that does not work, the dispute goes to the District Court of Zeeland-West-Brabant (rechtbank Zeeland-West-Brabant).