GENERAL TERMS AND CONDITIONS Between2Cultures/ Tussen2Culturen

Definitions
1. Between2Cultures/ Tussen2Culturen: Between2Cultures/ Tussen2Culturen, established
in Rosmalen, Chamber of Commerce no. 66053617.
2. Customer: the person with whom Between2Cultures/ Tussen2Culturen has entered into an
agreement.
3. Parties: Between2Cultures/ Tussen2Culturen and customer together.
4. Consumer: a customer who is an individual acting for private purposes.

Applicability
1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and
deliveries of services or products by or on behalf of Between2Cultures/ Tussen2Culturen.
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of supplementary and/or deviating general terms
and conditions of the customer or of third parties.

Offers and quotations

1. Offers and quotations from Between2Cultures/ Tussen2Culturen are without engagement, unless
expressly stated otherwise.
2. An offer or quotation is valid for a maximum period of 2 weeks from its date, unless another
acceptance period is stated in the offer or quotation.
3. If the customer does not accept an offer or quotation within the applicable time frame, the offer or
quotation will lapse.
4. Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this
explicitly and in writing.

Acceptance

1. Upon acceptance of a quotation or offer without engagement, Between2Cultures/
Tussen2Culturen reserves the right to withdraw the quotation or offer within 3 days after receipt of
the acceptance, without any obligations towards the customer.
2. Verbal acceptance of the customer only commits Between2Cultures/ Tussen2Culturen after the
customer has confirmed this in writing (or electronically).

Prices

1. All prices used by Between2Cultures/ Tussen2Culturen are in euros, are exclusive of VAT and
exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport
expenses, unless expressly stated otherwise or agreed otherwise.
2. Between2Cultures/ Tussen2Culturen is entitled to adjust all prices for its products or services,
shown in its shop, on its website or otherwise, at any time.
3. Increases in the cost prices of products or parts thereof, which Between2Cultures/
Tussen2Culturen could not foresee at the time of making an offer or the conclusion of the
agreement, may give rise to price increases.
4. The consumer has the right to terminate an agreement as a result of a price increase as referred to
in paragraph 3, unless the increase is the result of statutory regulation.
5. The price with regard to services is determined by Between2Cultures/ Tussen2Culturen on the
basis of the actual working hours.
6. The price is calculated according to the usual hourly rates of Between2Cultures/ Tussen2Culturen,
valid for the period in which he carries out the work, unless a different hourly rate has been agreed.

7. If the parties have agreed on a total amount for a service provided by Between2Cultures/
Tussen2Culturen, this is always a target price, unless the parties have explicitly agreed upon in
writing on a fixed price, which can not be deviated from.
8. Between2Cultures/ Tussen2Culturen is entitled to deviate up to 10% of the target price.
9. If the target price exceeds 10%, Between2Cultures/ Tussen2Culturen must let the customer know
in due time why a higher price is justified.
10. If the target price exceeds 10%, the customer has the right to cancel the part of the order that
exceeds the target price by 10%.
11. Between2Cultures/ Tussen2Culturen has the right to adjust prices annually.
12. Between2Cultures/ Tussen2Culturen will communicate price adjustments to the customer prior to
the moment the price increase becomes effective.
13. The consumer has the right to terminate the contract with Between2Cultures/ Tussen2Culturen if
he does not agree with the price increase.

Payments and payment term

1. Between2Cultures/ Tussen2Culturen may, at the conclusion of the agreement, require a down
payment of up to 50% of the agreed amount.
2. The customer must have paid the full amount within 7 days after delivery of the product.
3. Payment terms are considered as fatal payment terms. This means that if the customer has not paid
the agreed amount at the latest on the last day of the payment term, he is legally in default,
without Between2Cultures/ Tussen2Culturen having to send the customer a reminder or to put him
in default.
4. Between2Cultures/ Tussen2Culturen reserves the right to make a delivery conditional upon
immediate payment or to require adequate security for the total amount of the services or products.

Consequences of late payment

1. If the customer does not pay within the agreed term, Between2Cultures/ Tussen2Culturen is
entitled to charge an interest of 1% per month from the day the customer is in default, whereby a
part of a month is counted for a whole month.
2. When the customer is in default, he is also due to extrajudicial collection costs and may be obliged
to pay any compensation to Between2Cultures/ Tussen2Culturen.
3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection
costs.
4. If the customer does not pay on time, Between2Cultures/ Tussen2Culturen may suspend its
obligations until the customer has met his payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the
customer, the claims of Between2Cultures/ Tussen2Culturen on the customer are immediately due
and payable.
6. If the customer refuses to cooperate with the performance of the agreement by Between2Cultures/
Tussen2Culturen, he is still obliged to pay the agreed price to Between2Cultures/
Tussen2Culturen.

Right of recovery of goods

1. As soon as the customer is in default, Between2Cultures/ Tussen2Culturen is entitled to invoke the
right of recovery with regard to the unpaid products delivered to the customer.
2. Between2Cultures/ Tussen2Culturen invokes the right of recovery by means of a written or
electronic announcement.
3. As soon as the customer has been informed of the claimed right of recovery, the customer must
immediately return the products concerned to Between2Cultures/ Tussen2Culturen, unless the
parties agree to make other arrangements about this.
4. The costs for the collection or return of the products are at the expense of the customer.

Right of cancellation

1. A consumer may cancel an online purchase during a cooling-off period of 14 days without giving
any reason, provided that

• the product has not been used
• it is not a product that can spoil quickly, like food or flowers
• the product is not specially tailored for the consumer or adapted to its special needs
• it is not a product that may not be returned for hygienic reasons (underwear, swimwear,
etc.)
• the seal is still intact, when the product is a data carrier with digital content (DVDs, CDs,
etc.)
• the product is not a (holiday)trip, a transportation ticket, a catering order or a form of
leisure activity,
• the product is not a separate magazine or a loose newspaper
• the purchase does not concern an (assignment to) urgent repair
• the consumer has not renounced his right of cancellation
2. The reflection period of 14 days as referred to in paragraph 1 commences:
o on the day after the consumer has received the last product or part of 1 order
o as soon as the consumer has received the first the product of a subscription
o as soon as the consumer has purchased a service for the first time
o as soon as the consumer has confirmed the purchase of digital content via the internet
3. The consumer can notify his right of cancellation via info@between2c.nl, if desired by using the
withdrawal form that can be downloaded via the website of Between2Cultures/
Tussen2Culturen, www.between2c.nl.
4. The consumer is obliged to return the product to Between2Cultures/ Tussen2Culturen within 14
days after the notification of his right of cancellation, after which period his right of cancellation
will lapse.
5. The costs for return are due Between2Cultures/ Tussen2Culturen if the complete order is returned.
6. If the purchase costs and any other costs (such as shipping and return costs) are eligible for
reimbursement according to the law, Between2Cultures/ Tussen2Culturen will refund these costs
to the consumer within 14 days of receipt of the timely appeal to the right of withdrawal, provided
that the consumer has returned the product to Between2Cultures/ Tussen2Culturen in time.
Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this
agreement.

Right of retention

1. Between2Cultures/ Tussen2Culturen can appeal to his right of retention of title and in that case
retain the products sold by Between2Cultures/ Tussen2Culturen to the customer until the customer
has paid all outstanding invoices with regard to Between2Cultures/ Tussen2Culturen, unless the
customer has provided sufficient security for these payments.
2. The right of retention of title also applies on the basis of previous agreements from which the
customer still owes payments to Between2Cultures/ Tussen2Culturen.
3. Between2Cultures/ Tussen2Culturen is never liable for any damage that the customer may suffer
as a result of using his right of retention of title.

Settlement

The customer waives his right to settle any debt to Between2Cultures/ Tussen2Culturen with any
claim on Between2Cultures/ Tussen2Culturen.

Retention of title

1. Between2Cultures/ Tussen2Culturen remains the owner of all delivered products until the
customer has fully complied with all its payment obligations with regard to Between2Cultures/
Tussen2Culturen under whatever agreement with Between2Cultures/ Tussen2Culturen including
of claims regarding the shortcomings in the performance

2. Until then, Between2Cultures/ Tussen2Culturen can invoke its retention of title and take back the
goods.
3. Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or
otherwise encumber the products.
4. If Between2Cultures/ Tussen2Culturen invokes its retention of title, the agreement will be
dissolved and Between2Cultures/ Tussen2Culturen has the right to claim compensation, lost
profits and interest.

Delivery

1. Delivery takes place while stocks last.
2. Delivery takes place at Between2Cultures/ Tussen2Culturen unless the parties have agreed upon
otherwise.
3. Delivery of products ordered online takes place at the address indicated by the customer.
4. If the agreed price is not paid on time, Between2Cultures/ Tussen2Culturen has the right to
suspend its obligations until the agreed price is fully paid.
5. In the event of late payment, the customer is automatically in default, and hereby he can not object
to late delivery by Between2Cultures/ Tussen2Culturen.

Delivery period

1. Any delivery period specified by Between2Cultures/ Tussen2Culturen is indicative and does not
give the customer the right to dissolution or compensation if this period is not met with, unless the
parties have expressly agreed otherwise in writing.
2. The delivery period starts after the customer has signed the agreement to Between2Cultures/
Tussen2Culturen and is confirmed in writing or electronically by Between2Cultures/
Tussen2Culturen to the customer.
3. Exceeding the specified delivery period does not entitle the customer to compensation or the right
to terminate the contract, unless Between2Cultures/ Tussen2Culturen cannot deliver within
[number of days late] or if the parties have agreed upon otherwise.
Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place in
time.
Transport costs
Transport costs are on behalf of the customer, unless the parties have agreed upon otherwise.

Packaging and shipping

1. If the package of a delivered product is opened or damaged, the customer must have a note drawn
up by the forwarder or delivery person before receiving the product. In the absence of
which Between2Cultures/ Tussen2Culturen may not be held liable for any damage.
2. If the customer himself takes care of the transport of a product, he must report any visible damage
to products or the packaging prior to the transport to Between2Cultures/ Tussen2Culturen, failing
which Between2Cultures/ Tussen2Culturen cannot be held liable for any damage.

Insurance

1. The customer undertakes to insure and keep insured the following items adequately against fire,
explosion and water damage as well as theft:
o goods delivered that are necessary for the execution of the underlying agreement
o goods being property of Between2Cultures/ Tussen2Culturen that are present at the
premises of the customer
o goods that have been delivered under retention of title

2. At the first request of Between2Cultures/ Tussen2Culturen, the customer provides the policy for
these insurances for inspection.

Storage

1. If the customer orders products later than the agreed delivery date, the risk of any quality loss is
entirely for the customer.
2. Any extra costs as a result of premature or late purchase of products are entirely at the customer’s
expense.

Guarantee

1. When parties have entered into an agreement with services included, these services only contain
best-effort obligations for Between2Cultures/ Tussen2Culturen, not obligations of results.
2. The warranty relating to products only applies to defects caused by faulty manufacture,
construction or material.
3. The warranty does not apply in the event of normal wear and tear and damage resulting from
accidents, changes made to the product, negligence or improper use by the customer, or when the
cause of the defect can not clearly be established.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between the
parties, will pass on to the customer when these products are legally and/or factually delivered, at
least are in the power of the customer or of a third party who receives the product for the benefit of
the customer.

Performance of the agreement

1. Between2Cultures/ Tussen2Culturen executes the agreement to the best of its knowledge and
ability and in accordance with the requirements of good workmanship.
2. Between2Cultures/ Tussen2Culturen has the right to have the agreed services (partially) performed
by third parties.
3. The execution of the agreement takes place in mutual consultation and after written agreement and
payment of the possibly agreed advance by the customer.
4. It is the responsibility of the customer that Between2Cultures/ Tussen2Culturen can start the
implementation of the agreement on time.
5. If the customer has not ensured that Between2Cultures/ Tussen2Culturen can start the
implementation of the agreement in time, the resulting additional costs and/or extra hours will be
charged to the customer.

Duty to inform by the customer

1. The customer shall make available to Between2Cultures/ Tussen2Culturen all information, data
and documents relevant to the correct execution of the agreement to in time and in the desired
format and manner.
2. The customer guarantees the correctness, completeness and reliability of the information, data and
documents made available, even if they originate from third parties, unless otherwise ensuing from
the nature of the agreement.
3. If and insofar as the customer requests this, Between2Cultures/ Tussen2Culturen will return the
relevant documents.
4. If the customer does not timely and properly provides the information, data or documents
reasonably required by Between2Cultures/ Tussen2Culturen and the execution of the agreement is
delayed because of this, the resulting additional costs and extra hours will be charged to the
customer.

Duration of the agreement

1. The agreement between Between2Cultures/ Tussen2Culturen and the customer is entered into for
the duration of 3 months, unless it results otherwise from the nature of the agreement or if the
parties have expressly agreed otherwise in writing.

2. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended
contract at the end of the term, unless 1 of the parties terminates the contract with due observance
of a notice period of 2 month(s), or if a consumer terminates the agreement with due observance of
a notice period of 1 month / the agreement ends at the end of the fixed term.
3. If the parties have agreed upon a term for the completion of certain activities, this is never a strict
deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer
must give Between2Cultures/ Tussen2Culturen a written reasonable term to terminate the
activities, before it may either terminate the contract or claim damages.

Intellectual property

1. Between2Cultures/ Tussen2Culturen retains all intellectual property rights (including copyright,
patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings,
data carriers or other information, quotations, images, sketches, models, scale models, etc., unless
parties have agreed otherwise in writing.
2. The customer may not copy or have copied the intellectual property rights without prior written
permission from Between2Cultures/ Tussen2Culturen, nor show them to third parties and / or
make them available or use them in any other way.

Confidentiality

1. The client keeps any information he receives (in whatever form) from Between2Cultures/
Tussen2Culturen confidential.
2. The same applies to all other information concerning Between2Cultures/ Tussen2Culturen of
which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect
that its disclosure may cause damage to Between2Cultures/ Tussen2Culturen.
3. The customer takes all necessary measures to ensure that he keeps the information referred to in
paragraphs 1 and 2 secret.
4. The obligation of secrecy described in this article does not apply to information:
o which was already made public before the customer heard this information or which later
became public without being the result of a violation of the customer’s duty to
confidentiality
o which is made public by the customer due to a legal obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying
agreement and for a period of 3 years after the end thereof.

Penalties

1. If the customer violates the articles of these general terms and conditions about secrecy or
intellectual property, then he forfeits on behalf of Between2Cultures/ Tussen2Culturen an
immediately due and payable fine of € 1000 if the customer is a consumer and € 5000 if the
customer is a company, for each violation and in addition an amount of 5% of the aforementioned
amount for each day that this violation continues.
2. No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine
referred to in the first paragraph of this article.
3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other
rights of Between2Cultures/ Tussen2Culturen including its right to claim compensation in addition
to the fine.

Indemnity

The customer indemnifies Between2Cultures/ Tussen2Culturen against all third-party claims that
are related to the products and/or services supplied by Between2Cultures/ Tussen2Culturen.

Complaints

1. The customer must examine a product or service provided by Between2Cultures/
Tussen2Culturen as soon as possible for possible shortcomings.

2. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended
contract at the end of the term, unless 1 of the parties terminates the contract with due observance
of a notice period of 2 month(s), or if a consumer terminates the agreement with due observance of
a notice period of 1 month / the agreement ends at the end of the fixed term.
3. If the parties have agreed upon a term for the completion of certain activities, this is never a strict
deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer
must give Between2Cultures/ Tussen2Culturen a written reasonable term to terminate the
activities, before it may either terminate the contract or claim damages.

Intellectual property

1. Between2Cultures/ Tussen2Culturen retains all intellectual property rights (including copyright,
patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings,
data carriers or other information, quotations, images, sketches, models, scale models, etc., unless
parties have agreed otherwise in writing.
2. The customer may not copy or have copied the intellectual property rights without prior written
permission from Between2Cultures/ Tussen2Culturen, nor show them to third parties and / or
make them available or use them in any other way.

Confidentiality

1. The client keeps any information he receives (in whatever form) from Between2Cultures/
Tussen2Culturen confidential.
2. The same applies to all other information concerning Between2Cultures/ Tussen2Culturen of
which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect
that its disclosure may cause damage to Between2Cultures/ Tussen2Culturen.
3. The customer takes all necessary measures to ensure that he keeps the information referred to in
paragraphs 1 and 2 secret.
4. The obligation of secrecy described in this article does not apply to information:
o which was already made public before the customer heard this information or which later
became public without being the result of a violation of the customer’s duty to
confidentiality
o which is made public by the customer due to a legal obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying
agreement and for a period of 3 years after the end thereof.

Penalties

1. If the customer violates the articles of these general terms and conditions about secrecy or
intellectual property, then he forfeits on behalf of Between2Cultures/ Tussen2Culturen an
immediately due and payable fine of € 1000 if the customer is a consumer and € 5000 if the
customer is a company, for each violation and in addition an amount of 5% of the aforementioned
amount for each day that this violation continues.
2. No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine
referred to in the first paragraph of this article.
3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other
rights of Between2Cultures/ Tussen2Culturen including its right to claim compensation in addition
to the fine.

Indemnity

The customer indemnifies Between2Cultures/ Tussen2Culturen against all third-party claims that
are related to the products and/or services supplied by Between2Cultures/ Tussen2Culturen.

Complaints

1. The customer must examine a product or service provided by Between2Cultures/
Tussen2Culturen as soon as possible for possible shortcomings.
2. If a delivered product or service does not comply with what the customer could reasonably expect
from the agreement, the customer must inform Between2Cultures/ Tussen2Culturen of this as soon
as possible, but in any case within 1 month after the discovery of the shortcomings.
3. Consumers must inform Between2Cultures/ Tussen2Culturen of this within two months after
detection of the shortcomings.
4. The customer gives a detailed description as possible of the shortcomings, so
that Between2Cultures/ Tussen2Culturen is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this can in any case not lead to Between2Cultures/
Tussen2Culturen being forced to perform other work than has been agreed.

Giving notice

1. The customer must provide any notice of default to Between2Cultures/ Tussen2Culturen in
writing.
2. It is the responsibility of the customer that a notice of default actually reaches Between2Cultures/
Tussen2Culturen (in time).

Joint and several Client liabilities

If Between2Cultures/ Tussen2Culturen enters into an agreement with several customers, each of
them shall be jointly and severally liable for the full amounts due to Between2Cultures/
Tussen2Culturen under that agreement.

Liability of Between2Cultures/ Tussen2Culturen

1. Between2Cultures/ Tussen2Culturen is only liable for any damage the customer suffers if and
insofar as this damage is caused by intent or gross negligence.
2. If Between2Cultures/ Tussen2Culturen is liable for any damage, it is only liable for direct damages
that results from or is related to the execution of an agreement.
3. Between2Cultures/ Tussen2Culturen is never liable for indirect damages, such as consequential
loss, lost profit, lost savings or damage to third parties.
4. If Between2Cultures/ Tussen2Culturen is liable, its liability is limited to the amount paid by a
closed (professional) liability insurance and in the absence of (full) payment by an insurance
company of the damages the amount of the liability is limited to the (part of the) invoice to which
the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative
and are only approximate and can not lead to any compensation and/or (partial) dissolution of the
agreement and/or suspension of any obligation.

Expiry period

Every right of the customer to compensation from Between2Cultures/ Tussen2Culturen shall, in any
case, expire within 12 months after the event from which the liability arises directly or indirectly.
This does not exclude the provisions in article 6:89 of the Dutch Civil Code.

Dissolution

1. The customer has the right to dissolve the agreement if Between2Cultures/
Tussen2Culturen imputably fails in the fulfillment of his obligations, unless this shortcoming does
not justify termination due to its special nature or because it is of minor significance.
2. If the fulfillment of the obligations by Between2Cultures/ Tussen2Culturen is not permanent or
temporarily impossible, dissolution can only take place after Between2Cultures/
Tussen2Culturen is in default.
3. Between2Cultures/ Tussen2Culturen has the right to dissolve the agreement with the customer, if
the customer does not fully or timely fulfill his obligations under the agreement, or if
circumstances give Between2Cultures/ Tussen2Culturen good grounds to fear that the customer
will not be able to fulfill his obligations properly.

Force majeure

1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Between2Cultures/
Tussen2Culturen in the fulfillment of any obligation to the customer cannot be attributed
to Between2Cultures/ Tussen2Culturen in any situation independent of the will
of Between2Cultures/ Tussen2Culturen, when the fulfillment of its obligations towards the
customer is prevented in whole or in part or when the fulfillment of its obligations cannot
reasonably be required from Between2Cultures/ Tussen2Culturen .
2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state
of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force
majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power,
electricity, internet, computer or telecoms; computer viruses, strikes, government measures,
unforeseen transport problems, bad weather conditions and work stoppages.
3. If a situation of force majeure arises as a result of which Between2Cultures/
Tussen2Culturen cannot fulfill one or more obligations towards the customer, these obligations
will be suspended until Between2Cultures/ Tussen2Culturen can comply with it.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties
may dissolve the agreement in writing in whole or in part.
5. Between2Cultures/ Tussen2Culturen does not owe any (damage) compensation in a situation of
force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to
change or supplement its contents, the parties shall timely and in mutual consultation adjust the
agreement accordingly.

Changes in the general terms and conditions

1. Between2Cultures/ Tussen2Culturen is entitled to amend or supplement these general terms and
conditions.
2. Changes of minor importance can be made at any time.
3. Major changes in content will be discussed by Between2Cultures/ Tussen2Culturen with the
customer in advance as much as possible.
4. Consumers are entitled to cancel the agreement in the event of a substantial change to the general
terms and conditions.

Transfer of rights

1. The customer can not transfer its rights deferring from an agreement with Between2Cultures/
Tussen2Culturen to third parties without the prior written consent of Between2Cultures/
Tussen2Culturen .
2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2)
Dutch Civil Code.

Consequences of nullity or annullability

1. If one or more provisions of these general terms and conditions prove null or annullable, this will
not affect the other provisions of these terms and conditions.
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes
closest to what Between2Cultures/ Tussen2Culturen had in mind when drafting the conditions on
that issue.

Applicable law and competent court

1. Dutch law is exclusively applicable to all agreements between the parties.
2. The Dutch court in the district where Between2Cultures/ Tussen2Culturen is established is
exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Drawn up on 22 September 2020.