Master Services Agreement
D2
These are the general terms and conditions of the D2 collective B.V., registered with the Chamber of Commerce under number 88422038, and all parent, subsidiary, and affiliated companies connected to the D2 collective (hereinafter collectively referred to as ‘D2’). You are contracting with D2 or the company (or companies) within the group individually. The specific company with which you enter into the agreement will be indicated in D2’s offer.
Article 1 - Definitions
In these general terms and conditions, the following terms shall have the following meanings:
Other Party: the Client with whom D2 has entered into an Agreement and/or the person who is in negotiations with D2 in this regard;
Agreement: any Agreement between D2 and the Other Party for the provision of services by D2 to the Other Party;
Parties: the Other Party and D2 together;
In Writing: by e-mail;
Third Party(ies): Other natural or legal persons who are not part of this Agreement;
Services: the Services provided by D2 include, but are not limited to, organizing brand awareness events, employer branding events and lead generation events, offering job postings, delivering recruitment services, specifically focused on the placement of candidates, and providing thought leadership initiatives.
Duration Agreement: an Agreement concluded between the Parties that can be entered into for the duration of 1 (one) year at a time, under which D2 continuously provides one (1) or more services at agreed prices to the Other Party.
Article 2 - General provisions
These general terms and conditions apply to all offers and all (legal) acts of D2 and to all Agreements concluded between D2 and the Other Party.
If the Agreement is concluded electronically, then, contrary to the previous paragraph, and before the Agreement is concluded, the text of these general terms and conditions will be made available to the Other Party electronically in such a way that it can be easily stored by the Other Party on a durable data carrier. If this is not reasonably possible, then before the Agreement is concluded, it will be indicated where the general terms and conditions can be consulted electronically and that, at the request of the Other Party, they will be sent electronically or otherwise free of charge.
Deviations from or additions to these general terms and conditions, as well as the applicability of other general terms and conditions, shall only be valid if expressly agreed in Writing.
If and insofar as no appeal can be made to any provision of these general terms and conditions on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question will in any case be accorded a meaning corresponding as closely as possible to its content and purport, so that an appeal can be made to it.
D2 cannot guarantee that the work it carries out will always achieve the result desired by the Other Party. The accepted order leads to an effort commitment and not to a result commitment.
D2 is entitled to engage Third Parties for the execution of the Agreement.
The effect of Article 7:404 and/or 7:407 paragraph 2 of the Dutch Civil Code is/are excluded.
Article 3 - The offer
If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
The offer contains a complete and accurate description of the Services offered. The description is sufficiently detailed to allow a proper assessment of the offer by the Other Party. Obvious errors or mistakes concerning are not binding on D2.
Article 4 - The Agreement
The Agreement is concluded at the moment the Other Party accepts the offer and fulfils the conditions laid down.
If any provision of these general terms and conditions or an Agreement proves to be invalid or is voided, this shall not affect the validity of the general terms and conditions or the Agreement as a whole. The Parties shall consult together in order to agree on a new provision to replace the void or voided provision, taking into account, as far as possible, the objective and purpose of the void or voided provision.
D2 reserves the right not to execute an Agreement, for example if it has reasonable doubt or information that the Other Party will not (be able to) meet its (financial) obligations. If D2 refuses to execute, it will inform the Other Party in Writing of this refusal within a reasonable time after entering into the Agreement.
These general conditions also apply to future, additional and/or follow-up assignments.
Article 5 - Dissolution
If the Other Party does not fulfil one or more of its obligations, or does not fulfil them on time or adequately, is declared bankrupt, applies for (temporary) suspension of payments and/or deferral of payments, proceeds to liquidate its business, or if its assets are seized in whole or in part, D2 has the right to suspend the execution of the Agreement or to terminate and/or dissolve the Agreement by operation of law and without prior notice of default in whole or in part by means of a Written statement, all this at its discretion and always without prejudice to any of its rights to compensation for costs, damages and interest.
If the Agreement is terminated on the grounds of force majeure, D2 is entitled to payment for the hours already worked or the investments already made at the time of the termination of the Agreement.
Article 6 - Liability
D2 is not liable for indirect and direct damages. Not excluded is the liability of D2 for damages resulting from intent or gross negligence of D2.
D2 shall not be liable for any consequential damages resulting from the use or inability to use its Services or information provided.
If D2 is nevertheless liable for direct damage, D2's total liability will be limited to compensation for damage up to the amount of the fee (excluding VAT) stipulated for the Agreement.
The amount of the compensation shall never exceed the amount paid out by the liability insurance.
If the Agreement is a continuing performance contract with a term of more than six months, the fee stipulated for that contract will be set at the total of the fees (excluding VAT) for the past six months.
Direct damage is understood to mean:
Reasonable costs that the Other Party would have to make to make the performance of D2 to meet the Agreement; however, this replacement damage will not be compensated if the Agreement is dissolved by or at the suit of the Other Party;
Reasonable costs incurred in determining the cause and extent of the damage insofar as the determination relates to damage within the meaning of these terms and conditions;
Reasonable costs incurred to prevent or limit damage insofar as the Other Party demonstrates that these costs have led to limitation of damage within the meaning of these terms and conditions.
The Other Party indemnifies D2 for any claims by Third Parties, who suffer damage in connection with the execution of the Agreement.
The existence of any right to compensation is always conditional upon the Other Party reporting the damage in Writing to D2 as soon as possible after the damage arose. Each claim for compensation against D2 expires by the mere lapse of 12 (twelve) months after the claim arose.
The Company is not liable for damage caused by auxiliary persons as referred to in Article 6:76 of the Dutch Civil Code.
D2 is not liable for damage of any kind, because D2 has relied on incorrect and/or incomplete information provided by the Other Party.
Article 7 - Force majeure
In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by D2 to comply with any obligation towards the Other Party cannot be attributed to D2 in the event of a circumstance independent of the will of D2, as a result of which the compliance with its obligations towards the Other Party is wholly or partially impeded or as a result of which the compliance with its obligations cannot reasonably be required from D2. These circumstances include non-performance by suppliers or other Third Parties, (power) failures, computer viruses, extreme weather conditions, fire (danger), (imminent) danger of war, pandemics, epidemics, quarantines, absenteeism, disability, strikes, government measures.
If a situation as referred to in paragraph 1 of this article occurs as a result of which D2 cannot fulfil its obligations towards the Other Party, these obligations will be suspended for as long as D2 cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted 30 (thirty) calendar days, both Parties are entitled to dissolve the Agreement in whole or in part in Writing. In that case, D2 will not be obliged to pay compensation for any damage, even if D2 gains any advantage as a result of the force majeure situation.
Article 8 - Fee/Price
All amounts are in Euros and exclusive of sales tax and other government levies, unless otherwise agreed on in the Agreement between D2 and Other Party.
D2 reserves the right to make an inflation correction once a year.
The agreed amounts are based on cost price determining factors at the time of the offer. D2 reserves the right to pass on to the Other Party, three months after concluding the Agreement, any changes in cost price determining factors over which D2 has no reasonable influence, such as increases in excise duties, social security contributions, insurance payments or turnover tax. These adjustments will only reflect reasonable costs incurred and are capped at a maximum increase of 20%.
A compound quotation does not oblige D2 to execute a part of the assignment for a corresponding part of the quoted amount.
Discounts and quoted amounts do not automatically apply to future orders.
Article 9 - Payment and invoicing
The amounts owed by the Other Party must be paid within 21 (twenty-one) days after the invoice date, unless provided otherwise in the Agreement or supplementary conditions.
The Other Party has the duty to report inaccuracies in data provided or specified payment immediately to D2.
If the Other Party does not meet its payment obligation(s) in time, this will be pointed out by D2 and the Other Party will be given a period of 7 (seven) days to meet its payment obligations. If payment is not made within this seven-day period, the Other Party will be in default and will owe the statutory (commercial) interest on the outstanding amount. Furthermore, D2 is entitled to charge extrajudicial collection costs.
In the event of (a reasonable prospect of) bankruptcy, liquidation or suspension of payments or a debt restructuring within the framework of the WSNP, the claims of D2 on the Other Party and the obligations of the Other Party towards D2 are immediately due and payable.
Payments made by the Other Party shall first be applied to settle all interest and costs due, and secondly to settle due and payable invoices that have been outstanding the longest, even if the Other Party indicates that the payment relates to a later invoice.
Article 10 - Cancellation
The Other Party may cancel the Service in Writing within 30 (thirty) days after signing the Agreement, provided that the Event Date is still at least 90 (ninety) days away. In this case, the Other Party shall be entitled to a 50% (fifty percent) refund of the total Event Cost.
If the cancellation is made after the 30-day period following signature, or if the Event Date is less than 90 days away at the time of cancellation, the Other Party shall owe the entire amount of the Agreement to the D2 collective, regardless of when the cancellation is made.
All cancellations must be made in Writing. The cancellation will be confirmed by the D2 collective and is only final upon receipt of this confirmation.
In case of cancellation by the D2 collective, the Other Party will be entitled to a refund of any payments made, minus any costs already incurred by the D2 collective in preparation for the event. These costs may include, but are not limited to, venue deposits, marketing expenses, and administrative fees. The D2 collective will provide a detailed breakdown of these costs upon request.
the D2 collective reserves the right, at its sole discretion, to offer partial refunds or credits for future services in cases of cancellation that do not meet the criteria in clause 1. Any such offer is entirely at the discretion of the D2 collective and does not create any obligation for similar treatment in future cases.
Article 11 - Transfer
Rights of the Other Party under this Agreement cannot be transferred without the prior Written consent of D2. This provision is a clause with effect under property law as referred to in Article 3:83 (2) of the Dutch Civil Code.
Rights and obligations of D2 under this Agreement may be transferred to Third Parties. This provision counts as a clause with effect under property law as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.
Article 12 - Intellectual Property
All intellectual property rights relating to and/or resulting from the services provided by D2 are vested in D2. The Other Party only obtains the non-exclusive and non transferable user rights that are explicitly granted by these conditions and the law. Any other or further rights of the Other Party are excluded.
The documents provided by D2 to the Other Party are exclusively intended to be used by the Other Party. Under no circumstances may the Other Party employ any of the documents for purposes other than promoting their business on the designated social media platforms/website, unless D2 gives Written consent to do so.
D2 reserves the right to use the knowledge acquired in the execution of the work for other purposes, provided that no confidential information of the Other Party is provided to Third Parties.
D2 has the right to use the name and logo of the Other Party as a reference or promotion.
The Other Party indemnifies D2 for the claims of Third Parties concerning intellectual property rights.
If D2 has copyright on a portrait commissioned by the Other Party, the Other Party grants D2 permission to publish the work. This publication is therefore not an infringement of the portrait right of the Other Party.
If the Other Party acts in violation of this article, the Other Party will owe an immediately payable penalty of EUR 50,000 (fifty thousand), without prejudice to D2's right to compensation.
Article 13 - Confidentiality
The Other Party is obliged to keep all confidential information, which the Other Party has obtained from D2 within the framework of the Agreement, confidential. Information is confidential if this is communicated by D2 or if this reasonably follows from the nature of the information.
If the Other Party breaches paragraph 1 of this provision, the Other Party will, irrespective of whether the breach is attributable to the Other Party and without prior notice of default or legal proceedings, owe D2 an immediately payable penalty of EUR 20,000 (twenty thousand) for each breach without the need for any form of damage, without prejudice to D2's other rights, including its right to claim damages in addition to the penalty.
Article 14 - Employee clause
During the term of the Agreement as well as 1 (one) year after its termination, each of the Parties shall not, without the prior Written consent of the Other Party, take on employees of the Other Party who are or were involved in the execution of the Agreement or otherwise have them work for it, directly or indirectly.
In such a case, D2 will not withhold its consent if the Counterparty has offered appropriate compensation. Adequate compensation is defined as EUR 20,000 (twenty thousand).
Article 15 - Exclusivity
For the duration of the Agreement, the Other Party grants D2 the exclusive right to carry out the assigned assignment.
Article 16 - Set-off and suspension
The Other Party's right of suspension and right of set-off are excluded.
Article 17 - Applicable law
Agreements between D2 and the Other Party to which these general terms and conditions apply will be governed exclusively by Dutch law.
Disputes between Parties will be resolved as much as possible through proper consultation. All disputes between the Other Party and D2 will be settled exclusively by the competent court in the district where D2 has its registered office.
Article 18 - Survival
The provisions of the general conditions and the Agreement which are intended to remain in force after termination of the Agreement shall remain in full force after the termination of the Agreement.
Article 19 - Amendment or supplementation
D2 is entitled to unilaterally amend or supplement these general terms and conditions. In that case, D2 will inform the Other Party in time of the changes or additions.
There will be a minimum of 30 (thirty) days between this notification and the entry into force of the amended or supplemented conditions.