General Terms and Conditions Holistic Movement

F.M.H. van Miltenburg Holistic Movement (hereinafter: HM) is registered with the Chamber of Commerce under number 62528084 and is located at Warmoesstraat 56 G (1012JG) in Amsterdam.

Article 1 - Definitions
In these general terms and conditions, the following terms are used in the following meaning, unless expressly stated otherwise.

Offer: any offer or quotation to the Client for the delivery of Products and/or the provision of Services by HM.
Company: The natural or legal person who acts in the exercise of a profession or business.
Consumer: The natural person who does not act in the course of a profession or business.
Participant: the natural person who actually participates in the Service.
Services: providing coaching, training and continuing  education in a holistic manner.
HM: the service provider that offers Services to the Client as well as the provider of Products.
Client: the Company or Consumer that HM has appointed, has provided projects to HM for Services performed by HM, or to which HM has made a proposal under an Agreement.
Agreement: any (distance purchase) agreement and other obligations between the Client and HM, as well as proposals from HM for Services that are provided by HM to the Client and that are accepted by the Client and have been accepted and performed by HM by which these general terms and conditions inseparable whole.
Products: The (Digital) Products offered by HM are e-books and books.

Article 2 - Applicability
These general terms and conditions apply to every Offer by HM, every Agreement between HM and the Client and to every service and/or Product offered by HM.
Before an Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, HM will indicate to the Client how the Client can view the general terms and conditions. Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions can be deviated from insofar as this has been explicitly agreed in writing with HM.

These general terms and conditions also apply to additional, amended and follow-up orders from the Client. The general terms and conditions of the Client are excluded. If one or more provisions of these general terms and conditions are partially or wholly invalid or are invalid, the other provisions of these general terms and conditions will remain in force, and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.

The applicability of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded. If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/are, if and to the extent applicable.

In the event that HM has not always demanded compliance with these general terms and conditions, it will retain its right to demand compliance with these general terms and conditions in whole or in part.

Article 3 - The Offer
All offers made by HM are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the Offer. HM is only bound by an Offer if it is confirmed in writing by the Client within 30 days. Nevertheless, HM has the right to refuse an Agreement with a (potential) Client for reasons that are justified for HM.

The offer contains a description of the Services and/or Products offered. The description is sufficiently specified, so that the Client is able to make a proper assessment of the offer. Any images and/or data in the offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement (remotely). HM cannot guarantee that the colors in the image correspond exactly to the real colors of the product. Product. Offers or quotations do not automatically apply to follow-up orders. composite quotation does not oblige HM to deliver part of the
goods included in the offer or Offer at a part of the stated price.

Delivery times in HM's offer are in principle indicative and if they are exceeded, do not entitle the Client to dissolution or compensation, unless expressly agreed otherwise.

Article 4 - Conclusion of the Agreement
The Agreement for Services is concluded at the moment that the Client has accepted an Offer or Agreement from HM by returning a signed copy (scanned or original) to HM, or expressly and unambiguously agrees to the Offer by e-mail.

The Agreement for the sale of Products is concluded at the moment that the Client has accepted an Offer from HM by paying for the Product in question. If the Client has accepted the Offer by concluding an Agreement with HM, HM will confirm the Agreement with the Client in writing, or at least by e-mail. HM has the right to revoke the (signed) Agreement within 5 working days after receipt of the acceptance. HM is not bound by an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Client cannot derive any rights from this mistake or error. If the Client cancels an order that has already been confirmed, the costs already actually incurred (including the time spent) will be charged to the Client. Any Agreement entered into with HM or a project awarded to HM by the Client rests with the company and not with an individual person associated with HM. The right of withdrawal of the Client being a Company is excluded, unless otherwise agreed.
In the case of Services, the Client, being a Consumer, has the right to revocation during the statutory period of 14 days, unless HM has already commenced the Services with the Client's permission. The client waives its right of withdrawal by means of this permission. If the Consumer purchases the Service or the Product within 14 days before the start, the Consumer must be present. If he/she is not present before the start of the service, he/she has the right to revocation.

In the event of the sale of physical Products, the Client, being a Consumer, has the right to exercise its right of  withdrawal within the statutory period of 14 days. If revocation applies, the Client will handle the Product with care, being a physical theory book and the packaging. It will only unpack or use the Product to the extent necessary to determine the nature, characteristics and functioning of the Product. The direct costs for returning the Product are for the account of the Client.

In the event of the sale of Digital Products, the right of withdrawal for the Client being a Consumer is excluded when purchasing e-books, if the Client being a Consumer expressly waives this. If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.

Article 5 - Term of the Agreement
The Agreement is entered into for a definite period of time, unless the content, nature or purport of the assignment implies that it has been entered into for an indefinite period of time. The duration of the assignment also depends on external factors, including but not limited to the quality and timely delivery of the information that HM obtains from the Client.

The Agreement on continuing education is entered into in the form of a subscription for the duration of a number of months to be agreed. The Agreement for further training is tacitly extended each period with the originally agreed term, unless the Client or HM has terminated the Agreement in writing with a notice period of one month before the end of the agreed period in question. The subscription for continuing education can be canceled monthly. Both the Client and HM can dissolve the Agreement on the basis of an attributable shortcoming in the fulfillment of the Agreement if the other party has been given written notice of default and it has been given a reasonable term to fulfill its obligations and it still fails to fulfill its obligations in that case correctly after to come.

This also includes the payment and cooperation obligations of the Client. The dissolution of the Agreement does not affect the payment obligations of the Client insofar as HM has already performed work or delivered services at the time of the dissolution. The client must pay the agreed fee.
In the event of premature termination of the Agreement, the Client owes HM the costs actually incurred up to that point at the agreed (hourly) rate. The time registration of HM is leading in this Both the Client and HM may terminate the Agreement in full or in part in writing with immediate effect without further notice of default, if one of the parties is granted a moratorium, bankruptcy has been filed or the company concerned ends due to liquidation. If a situation as stated above occurs, HM is never obliged to refund monies already received and/or compensation.
If the Client is unexpectedly unable to keep an appointment, the Client must report this 24 hours in advance. If it is not reported within 24 hours, the amount of the service/appointment must be settled. However, this does not apply if it is not possible to cancel within 24 hours due to unexpected illness, accidents and/or death. If the Client cancels an Agreement regarding Services that has
already been concluded, the following costs will be charged. In the event of cancellation up to one month before the commencement date, 20% of the quotation amount will be charged to the Client. Up to three weeks up to the commencement date, 50% of the quotation amount will be charged, and 75% of the quotation amount will be charged up to one week before the commencement date.

Article 6 - Performance of the service
HM will make every effort to perform the agreed service with the greatest possible care, as may be expected of a good service provider. HM guarantees a professional and independent service. All Services are performed on the basis of a best efforts obligation, unless a result has been explicitly agreed in writing which is described in detail.

The Agreement on the basis of which HM performs the Services is leading for the size and scope of the services. The Agreement will only be performed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement. The information and data provided by the Client are the basis on which the Services offered by HM and the prices are based. HM has the right to adjust its services and prices if the information provided proves to be incorrect and/or incomplete. In the performance of the Services, HM is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in further work for HM, the Client is obliged to reimburse the additional additional costs accordingly on the basis of a new quotation.

HM is entitled to engage third parties for the performance of the Services at its own discretion. If the nature and duration of the assignment so require, HM will keep the Client informed of the progress in the interim in the agreed
manner. The performance of the Services is based on the information provided by the Client. If the information has to be changed, this may have consequences for any established planning. HM is never liable for adjusting the planning. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all the requested information or has not provided it on time or in the desired format, does not provide sufficient cooperation, a possible advance has not been received in time by HM or due to other circumstances , which are at the expense and risk of the Client, there is a delay, HM is entitled to a reasonable extension of the delivery or completion period. All damage and additional costs as a result of delay due to a cause as mentioned above are for the account and risk of the Client.

Article 7 - Obligations of the Client
The Client is obliged to provide all information requested by HM as well as relevant appendices and related information and data in a timely manner and/or before the start of the work and in the desired form for the correct and efficient execution of the Agreement. Failing this, HM may not be able to fully implement and/or deliver the relevant documents. The consequences of such a situation are at all times at the expense and risk of the Client.

HM is not obliged to verify the accuracy and/or completeness of the information provided to it or to update Client with regard to the information if it has changed over time, nor is HM responsible for the accuracy and completeness of the information compiled by HM for third parties and/or provided to third parties in the context of the Agreement. HM may, if necessary for the performance of the Agreement, request additional information. Failing this, HM is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for whatever reason towards the Client. In the event of changed circumstances, the Client must notify HM of this immediately or no later than 3 working days after the change has become known. The Client or Participant is obliged to attend all meetings related to the training (both physical and online). If the Participant is unable to attend for whatever reason, the Participant must make this known before the start of the day in question, stating valid reasons. The participant is obliged to actively participate in the meetings.

Article 8 - Advice
If instructed to do so, HM can draw up advice, action plan, design, reporting, planning and/or reporting for the benefit of the service. The content of this is not binding and only of an advisory nature, but HM will observe its duties of care. The client decides itself and under its own responsibility whether to follow the advice. The advice provided by HM, in whatever form, can never be regarded as binding advice. At HM's first request, the client is obliged to assess proposals it has provided. If HM is delayed in its work because the Client does not or not timely provide an assessment of a proposal made by HM, the Client is at all times responsible for the resulting consequences, such as delay.

The nature of the service means that the result always depends on external factors that can influence the reports and advice of HM, such as the quality, correctness and timely delivery of the necessary information and data from the Client and its employees. The client guarantees th quality and the timely and correct delivery of the required data and information. The Client will notify HM in writing prior to the commencement of the work of all circumstances that are or may be important, including any points and priorities to which the Client wishes attention.

Article 9 - Coaching
If instructed to do so, HM can provide coaching for the Client and other participants. The coaching session takes place at the location of the Client or at a location to be determined by HM. If the coaching session takes place at the Client's location, the Client is obliged to make the facilities required in the context of the coaching available in a timely manner. If a coaching session cannot take place or is delayed because the Client has not complied with the aforementioned obligation, all consequences of this will be for the account and risk of the Client. HM is also entitled to give instructions regarding the suitability of the location and facilities available there before the start of the coaching session. The coaching session can also take place online via Zoom or other platforms chosen by HM. The participant is obliged to be present at the indicated location at least 5 minutes before the start of the coaching session. If the Participant is not present in time for the coaching session, HM has the right to refuse the relevant Participant for the coaching session. Participant is not entitled to a refund of monies already paid. If the Participant does not show up for the coaching session, HM is entitled to charge the reserved time. Participant is not entitled to a refund of monies already paid. The content of the coaching session offered by HM and the advice given during the coaching session are not binding and only of an advisory nature, but HM will observe its duties of care. The coaching session is tailored as far as possible to the wishes of the Client as well as the needs of the relevant participant(s). The Client will notify HM in writing prior to the start of the coaching
session of all circumstances that are or may be important, including any points and priorities for which the Client wishes attention.

Article 10 - Training
If any advice or recommendations are given during the
implementation of the training, the content thereof is not binding and only advisory in nature, but HM will observeits duties of care. The client decides itself and under its own responsibility whether to follow the advice.
The result of the training is at all times dependent on the efforts of the individual Participant. Participants are expected to actively participate in the training. If homework is specified or if any preparation is otherwise required, Participants must have completed this before the start. If the Participant is obliged to take care of certain matters in the context of the training (books, laptop, etc.), HM will inform the Participant of this in good time. The Participant will notify HM in writing prior to the start of the training of all circumstances that are or may be important, including any points and priorities for which the Participant wishes attention. In the event of illness or late attendance of the Participant, HM must be notified of the (late) absence as soon as possible. If this is notdone or not done in time, HM may charge additional costs or have
further consequences for the rights that the Participant claims under the Agreement. Illness or absence does not affect the payment obligation of the Participant. Under no circumstances is the Participant entitled to a refund of monies already paid or any form of compensation if she misses a class day or meeting in the meantime. If the Participant appears more than 15 minutes later than the agreed starting time of a meeting, HM (or the relevant teacher) is entitled to deny the Participant access if, in HM's opinion, participation will disrupt the other Participants to such an extent. In such a case, the consequences of not being able to participate will be at the expense and risk of the late Participant, unless otherwise agreed. HM has the right to deny access to Participants who, due to disruptive behavior or other disruptive activities, hinder the progress of the Service for themselves or other Participants, or to exclude them from further participation. The consequences of a denial or exclusion are at all times for the account and risk of the Participant. If the Client completes the refresher course, HM will place the Client on the website as a coach. HM also sends products to the Client free of charge. HM will make the Educational Material required for participation in the training available to the Participant in good time or at the latest 14 days before the start of the training, unless the Participant has not yet fulfilled its payment obligation. All delivery times used by HM are determined to the best of its ability on the basis of the information provided by the Participant to HM at the time of entering into the Agreement. HM is not liable for any exceeding of delivery times.

Article 11 - Cancellation training
Prior to the commencement of the Service, the Client, being a Consumer, has the right to cancel the Agreement. In the event of premature termination of the Agreement, the Client owes HM the costs actually incurred up to that point. If the Client wishes to cancel an already confirmed Agreement, this can only be done by written notification to HM. The start date of the Service is the date used in the Agreement concluded by HM with the Client. To determine the time of cancellation, the time of receipt of the aforementioned cancellation at HM applies.

Art. 7:408 paragraph 1 Dutch Civil Code applies here. In principle, monies already paid will not be refunded in the event of premature termination, unless the Agreement has been terminated due to compelling interests of the Client and with the written consent of HM. If the Client terminates the Agreement before the Service has been completed or the time for which the Agreement was concluded has expired, the outstanding costs of the Service,
insofar as these are not already covered by the advance, will be charged to the Client. In determining this, account is taken, among other things, of the work already performed by HM, the benefit that the Client has enjoyed and the ground on which the Agreement was terminated. Without prejudice to the previous paragraph, the Client owes HM the full costs of the Service if the end of the Agreement is attributable to the Client and the payment of the full costs is reasonable in view of the circumstances of the case. This will in any case be the case if the Client terminates the Service of its own accord due to, among other things, but not limited to: reduced motivation, lack of time, finding another job, starting another course, or any other reason. for which the Client itself terminates the Agreement prematurely and HM cannot reasonably be blamed for this. Costs related to Educational Materials already delivered or otherwise made available to the Client are never eligible for a refund and will be charged to the Client in the event of premature termination of the Agreement.

Article 12 - Additional activities and changes
If during the execution of the Agreement it appears that the
Agreement needs to be adjusted, or if further work is required at the request of the Client to achieve the desired result for the Client, the Client is obliged to pay for this additional work in accordance with the agreed rate. HM is not obliged to comply with this request and may require the Client to conclude a separate Agreement for this purpose and/or to refer it to an authorized third party. If the additional work is the result of HM's negligence, HM has made an incorrect estimate or could have reasonably foreseen the work in question, these costs will not be passed on to the Client.

Article 13 - Delivery (Digital) Products
If the commencement, progress or delivery of the Agreement is delayed because, for example, the Client has not provided all the requested information or has not provided it on time, does not provide sufficient cooperation, the (down) payment has not been received in time by HM or due to other circumstances outside the power of HM any delay occurs, HM is entitled to a reasonable extension of the delivery/completion period. All agreed delivery times are never strict deadlines. The client must give HM notice of default in writing and allow it a reasonable period of time to still be able to deliver. The client is not entitled to any compensation due to the delay.

After payment of the e-books, the Client must create an account with which he will gain access to the Products that have been purchased. The Client can access the Products by logging into the account. The digital Products, being e-books, can be downloaded via a link in the account and stored on a durable data carrier of the Client. When opening this link you will be asked for a password. The Client should be aware that this link can only be used five times. As soon as the Client has saved the file on a data carrier, he can open the file indefinitely.

The Client is obliged to purchase the physical products at the time they are made available to it in accordance with the Agreement, even if they are offered to it earlier or later than agreed. If the Client refuses to take delivery or is negligent in providing information or instructions that are  necessary for the delivery, HM is entitled to store the goods at the expense and risk of the Client.

If the Products are delivered by HM or an external carrier, HM is entitled to charge any delivery costs, unless otherwise agreed in writing. These will then be invoiced separately unless expressly agreed otherwise. If HM requires information from the Client in the context of the performance of the Agreement, the delivery time will only
commence after the Client has provided HM with all data necessary for the performance.

If HM has specified a term for delivery, this is indicative.  HM is entitled to deliver the goods in parts, unless this has been deviated from by the Agreement or if the partial delivery does not have an independent value. HM is entitled to invoice the thus delivered separately. Deliveries will only be made if all invoices have been paid, unless expressly agreed otherwise. HM reserves the right to refuse delivery if there is a well-founded fear of non-payment.

Article 14 - Packaging and transport Physical Products
HM undertakes towards the Client to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition under normal use. Unless otherwise agreed in writing, all deliveries are made including turnover tax (VAT), including packaging and packaging material.

Accepting items without comments or comments on the consignment note or receipt serves as proof that the packaging was in good condition at the time of delivery.

Article 15 - Investigation, complaints Physical Products
The Client is obliged to inspect the delivered goods or have them examined at the time of delivery, but in any event within 14 days of receipt of the delivered goods, but only to unpack or use them to the extent necessary to assess whether it retains the Product. In doing so, the Client must investigate whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements that apply to them in normal (trade) traffic.

The Client is obliged to investigate and inform itself in which way the Product should be used and, in the event of personal use, to test the Product in accordance with the instructions for use. HM accepts no liability for incorrect use of the Product by the Client. Any visible defects or shortcomings must be reported to HM in writing after delivery at info@holisticmovement.nl. The client has a term of 14 days after delivery for this. Non-visible defects or shortcomings must be reported within 14 days of discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the  Client itself, the Client itself is liable for any decrease in value of the Product. If a complaint is made in time pursuant to the previous paragraph, the Client remains obliged to pay for the purchased goods. If the Client wishes to return defective goods, this will only take place with the prior written consent of HM in the manner indicated by HM.

If the Client, being a Consumer, uses his right of withdrawal, he will return the Product and all accessories, insofar as this is reasonably possible, in original condition and packaging to HM, in accordance with HM's return instructions. The direct costs for return shipments are for the account and risk of the Client. HM is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made. Refunds to the Client will be processed as soon as possible, but the refund can take no later than 14 days after receipt of the Client's declaration of dissolution. Refunds will be made to the previously specified account number. If the Client exercises its right to complain, the Client, being a Company, has no right to suspend its payment obligation nor to settle outstanding invoices. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to HM, HM will send the missing Product(s) or cancel the remaining order at the request of the Client. The confirmation of receipt of the Products is leading in this regard. Any damage suffered by the Client as a result of the (deviating) scope of the delivery cannot be recovered from HM.

Article 16 - Prices and payment
All prices are in principle exclusive of turnover tax (VAT), unless otherwise agreed. For Consumers, prices are shown including VAT. HM performs its services in accordance with the agreed rate. Payment in the case of Services and/or sale of Products is made in advance, unless payment has been agreed in arrears. During the period of validity of the Offer, the prices of the Products offered will not be increased, unless there are changes in VAT rates. The prices stated in the Offer include VAT, unless expressly stated otherwise. The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.

In the case of Products or commodities for which there are price fluctuations in the financial market and over which HM has no influence, HM may offer these Products at variable prices. It is stated in the Offer that the prices are target prices and may fluctuate. Payment for the training is made in one lump sum prior to the start of the training, unless otherwise agreed. The client also has the option of paying for the training in installments. If the Client wishes to make use of this option, the Client must pay administration costs.

Travel time for the benefit of the Client and costs related to travel will be passed on to the Client. The Client is obliged to fully reimburse the costs of third parties, which are deployed by HM after the Client's approval, unless expressly agreed otherwise. The parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance before a start is made with the performance of the service. The Client cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
HM is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly laid down in the Agreement. The Client must pay these costs at once, without set-off or suspension, within the specified payment term of no later than 14 days as stated on the invoice to the account number and details of HM made known to it. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement will become immediately due and payable.

Article 17 - Collection policy
If the Client does not meet its payment obligation, and has not fulfilled its obligation within the specified payment term, the Client is in default by operation of law, being a Company. The Client, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs if the Consumer does not meet its obligations within that term, before falls into default.

From the date that the Client is in default, HM will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment, and compensation for the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.

If HM has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The full legal and execution costs incurred
are also for the account of the Client.

Article 18 - Privacy, data processing and security
HM handles the (personal) data of the Client and/or visitors to the website with care and will only use it in accordance with the applicable standards. If requested, HM will inform the data subject about this. The client is responsible for the processing of data that is processed using a service of HM. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies HM against any (legal) claim related to this data or the execution of the Agreement. If HM is required to provide information security under the Agreement, this security will meet the agreed specifications and a security level that is not unreasonable in view of the state of the art, the sensitivity of the data and the associated costs. is.

Article 19 - Suspension and dissolution
HM has the right to keep the data, data files and more it has received or realized by it if the Client has not yet (fully) fulfilled its payment obligations. This right remains in full force if a reason for HM is justified which justifies suspension in that case. HM is authorized to suspend the  fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client. In that case, HM is not liable for damage, for whatever reason, as a result of the suspension of its activities.

The suspension (and/or dissolution) does not affect the
payment obligations of the Client for work already performed. In addition, the Client is obliged to compensate HM for any financial loss that HM suffers as a result of the Client's default.

Article 20 - Retention of title
All goods delivered by HM remain the property of HM until the Client has fulfilled all the following obligations under all Agreements concluded with HM. The Client is not authorized to pledge or in any other way encumber the goods subject to retention of title if the ownership has no yet been transferred in full. If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Client is obliged to inform HM of this as soon as may reasonably be expected. In the event that HM wishes to exercise its property rights referred to in this article, the Client already now grants unconditional and irrevocable permission and authorization to HM or third parties to be designated by them to enter all those places where HM's property is located and those items to take back. HM has the right to retain the Product(s) purchased by the Client if the Client has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or issue HM. After the Client has fulfilled its obligations, HM will make every effort to deliver the purchased Products to the Client as soon as possible, but at the latest within 20 working days. Costs and other (consequential) damage as a result of retaining the purchased Products are for the account and risk of the Client and will be reimbursed to HM by the Client on first request.

Article 21 - Warranty Products
HM guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability  and/or reliability and the legal rules/regulations at the time  of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Client has explicitly notified HM of this use at the time of entering into the Agreement.

Article 22 - Risk transfer
The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Client, being a company, at the time the goods leave HM's warehouse. For Consumers, the above-mentioned risk will pass to the Client if the Products have been provided under the control of the Client. This is the case if the Products have been delivered to the (digital) delivery address of the Client.

Article 23 - Force majeure
HM is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation. Force majeure on the part of HM in any case includes, but is not limited to: (i) force majeure of HM's suppliers, (ii) failure to properly fulfill the obligations of suppliers prescribed to HM by the Client or its third parties. or recommended, (iii) defective software or any third parties involved in the performance of the service, (iv) government
measures, (v) breakdown of electricity, internet, data network and/or telecommunication facilities, (vi) illness of employees of HM or advisors engaged by it and (vii) other situations that in the opinion of HM fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations. In the event of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. In that case, all costs incurred before the dissolution of the Agreement will be paid by the Client. HM is not obliged to compensate the Client for any losses caused by such revocation.

Article 24 - Limitation of Liability for Services
If any result laid down in the Agreement is not achieved, a
shortcoming on the part of HM will only be deemed to exist if HM has expressly promised this result when accepting the Agreement. In the event of an attributable shortcoming on the part of HM, HM is only obliged to pay any compensation if the Client has given HM notice of default within 14 days of discovery of the shortcoming and HM has subsequently failed to rectify this shortcoming within a reasonable period of time. The notice of default must be submitted in writing and contain such an accurate description/substantiation of the shortcoming, so that HM is able to respond adequately.

If the performance of the Agreement by HM leads to liability on the part of HM, that liability is limited to the total amount invoiced in the context of the Agreement, but only with regard to the direct damage suffered by the Client unless the damage is the result of intent or
recklessness bordering on intent on the part of HM. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, determining the cause of damage, direct damage, liability and the method of repair.
HM expressly excludes all liability for consequential damage. HM is not liable for indirect damage, trading loss, loss of profit and/or loss suffered, lost savings, damage due to business interruption, capital losses, delay damage, interest damage and immaterial damage. The Client indemnifies HM against all third-party claims as a result of a defect as a result of a service provided by the Client to a third party and which also consisted of Services provided by HM, unless the Client can demonstrate that the damage was solely caused by the service of HM. Any advice provided by HM, based on information that is incomplete and/or incorrectly provided by the Client, is never a ground for liability on the part of HM. The content of the advice provided by HM is not binding and only advisory in nature. The Client decides itself and under its own responsibility whether it will follow the proposals and advice of HM
mentioned herein. All consequences arising from the follow-up of the advice are for the account and risk of the Client. The client is at all times free to make its own choices that deviate from the advice provided by HM. HM is not bound by any form of refund if this is the case.

If a third party is engaged by or on behalf of the Client, HM is never liable for the actions and advice of the third party engaged by the Client as well as the processing of results (of advice prepared) of the third party engaged by the Client in HM's own advice. HM does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of HM, nor for the timely receipt thereof.
Successful completion of the training by the Participant is not guaranteed. The participant is always responsible for successfully completing the training. HM has a best efforts obligation to guide the Participant to the best of its ability within the framework of the Agreement. Any liability for damage suffered by the Participant as a result of not successfully completing the training is excluded, emphatically including consequential damage. All this except in the situation in which there is intent or deliberate recklessness on the part of HM. However, even in that case the liability is limited as described in article 15 paragraph 3 of these general terms and conditions.

The Client indemnifies HM against all claims arising from the unsuccessful completion of training courses under the Agreement by a Participant. All claims by the Client due to shortcomings on the part of HM will lapse if they have not been reported to HM in writing and with reasons within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. HM's liability lapses one year after the termination of the Agreement between the parties.

Article 25 - Limitation of Liability for Sales (Digital) Products
HM is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered, lost savings and damage as a result of the use of the delivered Products is excluded. A restriction applies to Consumers in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code. HM is not liable for and/or obliged to repair damage caused by the use of the Product. All damage to Products as a result of use is expressly excluded from liability (this includes traces of use, use damage, fall damage, light and water damage, theft, loss, etc.). HM is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites. HM is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for any reason.

Article 26 - Confidentiality
HM and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that it concerns confidential information. Confidentiality does not apply if the information in question is already public/commonly known, the information is not confidential and/or the information was not disclosed to HM during the Agreement with the Client and/or was obtained by HM in some other way. In particular, the confidentiality relates to advice, reports, designs, working methods and/or reporting regarding the assignment of the Client drawn up by HM. The Client is expressly prohibited from sharing its contents with employees who are not authorized to take cognizance of this and with (unauthorized) third parties. Furthermore, HM always exercises the required care in dealing with all business-sensitive information provided by the Client. If, on the basis of a statutory provision or a court decision, HM is obliged to (partly) provide the confidential information to the law or competent court or indicated third party and HM cannot invoke a right of non disclosure, HM is not obliged to pay any compensation and gives the Client no ground for dissolution of the Agreement. The transfer or dissemination of information to third parties and/or publication of statements, advice or productions provided by HM to third parties requires the written consent of HM, unless such consent has been expressly agreed in advance. The Client shall indemnify HM against all claims by such third parties as a result of reliance on such information disseminated without HM's written consent. HM and the Client also impose the confidentiality obligation on the third parties to be engaged by them.

Article 27 - Intellectual Property Rights
All IP rights and copyrights of HM, including but not limited to all designs, educational materials, models, reports and advice, are vested exclusively in HM and will not be transferred to the Client unless expressly agreed otherwise. If it has been agreed that one or more of the  aforementioned items or works of HM will be transferred = to the Client, HM is entitled to conclude a separate Agreement for this and to demand appropriate monetary compensation from the Client. Such compensation must be paid by the Client before it acquires the relevant items or works with the IP rights resting thereon.

The Client is prohibited from disclosing and/or multiplying, modifying or making available to third parties (including use for commercial purposes) all documents and software to which HM's IP rights and copyrights rest, without the express prior written permission of HM. . If the Client wishes to make changes to items delivered by HM, HM must explicitly agree to the intended changes. The Client is prohibited from using the items and documents to which HM's intellectual property rights rest other than as agreed in the Agreement. The parties will inform each other and take joint measures if an infringement of IP rights occurs.

Article 28 - Safeguarding and correctness of information
The Client is responsible for the correctness, reliability and
completeness of all data, information, documents and/or documents, in whatever form, that it provides to HM in the context of an Agreement, as well as for the data that it has obtained from third parties. and which have been provided to HM for the purpose of performing the Service. The client indemnifies HM against any liability resulting from the failure to fulfill or not timely fulfill its obligations with regard to the timely provision of all correct, reliable and complete data, information, documents and/or records. The Client indemnifies HM against all claims from the Client and third parties engaged by it or working under it, as well as from clients of the Client, based on the failure to (timely) obtain any subsidies and/or permissions required in the context of the execution of the Agreement. The Client indemnifies HM against all third-party claims arising from the work performed for the Client, including but not limited to intellectual property rights on the data and information provided by the Client that can be used in the performance of the Agreement and/or the acts or omissions of the Client towards third parties. If the Client provides HM with electronic files, software or information carriers, the Client guarantees that these are free of viruses and defects.

Article 29 - Complaints
If the Client is not satisfied with HM's service or otherwise has complaints about the execution of its assignment, the  Client is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported verbally or in writing via info@holisticmovement.nl with the subject “Complaint”. The complaint must be sufficiently substantiated and/or explained by the Client if HM is to be able to handle the complaint. HM will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.The parties will try to find a solution together.

Article 30 - Applicable law
Dutch law applies to the legal relationship between HM and the Client. HM has the right to change these general terms and conditions and will inform the Client thereof. In the event of translations of these general terms and conditions, the Dutch version shall prevail. All disputes arising from or as a result of the Agreement between HM and the Client will be settled by the competent court of the Amsterdam District Court, unless mandatory provisions designate another competent court.

Amsterdam, November 24, 202