Terms and conditions

Article 1: Definitions and Applicability of These Terms

An assignment is an agreement of assignment within the meaning of Article 7:400 et seq. B.W. whereby one party, one of the enterprises wholly or partially belonging to focusring.io, commits to performing work or providing services to the other party, hereinafter referred to as “the Client”.

These general terms and conditions apply to all, whether written or not, offers, quotations, and assignments related to the work to be performed and/or services to be provided by focusring.io, as well as to the agreements thus concluded and resulting further agreements or legal acts, unless otherwise agreed in writing.

Any deviations from these terms, as well as other general terms and conditions, are not applicable and are expressly rejected, unless accepted in writing by focusring.io.

Article 2: Formation of the Agreement

All offers from focusring.io are non-binding unless explicitly stated otherwise in writing.

An agreement of assignment is formed after a written assignment confirmation has been sent by focusring.io and has not been returned as incorrect or incomplete within 5 working days from the date of issue, or the agreement is formed by the execution of the assignment after verbal agreement on the offered quote.

The content of the assignment agreement is determined by the quote and, if followed by an assignment confirmation, by the assignment confirmation.

Each agreement is entered into under the suspensive condition that the Client proves to be sufficiently creditworthy for the financial fulfillment of the agreement. Additionally, focusring.io is entitled at any time to demand security from the Client for the fulfillment of its obligations under the agreement and to suspend performance until the requested security is provided. The Client is not entitled to suspend its obligations under the assignment(s).

The assignment is not entered into with regard to a specific person collaborating with or employed by focusring.io, and the application of Article 7:404 BW is therefore excluded.

Article 3: Execution of the Agreement

The Assignment will be executed to the best ability and insight and according to the requirements of good workmanship by or on behalf of focusring.io.

If and insofar as proper execution of the agreement does not oppose this, focusring.io has the right to have certain work performed by third parties unless the nature of the assignment opposes this.

The Client ensures that all data, which focusring.io indicates is necessary or which the Client should reasonably understand is necessary for the execution of the Assignment, is provided to focusring.io in a timely manner.

If the data necessary for the execution of the agreement is not provided to focusring.io in time, focusring.io has the right to suspend the execution of the agreement and/or to charge for the additional costs resulting from the delay and other damages.

focusring.io, its employees, assistants, and/or other third parties engaged by focusring.io are not liable for any damage of any kind caused by focusring.io relying on incorrect and/or incomplete data provided by the Client, unless this inaccuracy or incompleteness should have been directly apparent to them.

focusring.io and the Client will confer at the initiative of either party in the following situations:

A substantial change is made in the character, nature, content, or scope of the assignment;
Assignment is given to perform work for an organization other than the Client;
If a difference of opinion is observed with the Client regarding the execution of the assignment.

The Client will be informed immediately by focusring.io if, for any reason, the planned work cannot be carried out.

focusring.io will notify the Client of additional work as soon as it becomes apparent and/or has commenced, insofar as this is possible or is not otherwise known or could be known. Additional work must be settled based on the previous price structure unless there are deviating circumstances.

Article 4: Extension and Termination

The assignment automatically ends after the agreed duration or performance of the agreed services, unless the parties agree otherwise or extend the contract tacitly before the end of the contract period, in which case the same conditions apply.

focusring.io can terminate an assignment immediately without giving reasons if:

The counterparty is declared bankrupt;
The counterparty is granted (provisional) suspension of payments;
The business of the counterparty is liquidated;
A substantial part of the movable and/or immovable property or other goods of the counterparty is seized conservatory or executory;
The counterparty requests actions that are contrary to the law or otherwise applicable regulations and/or contrary to the assignment.

Despite immediate termination, focusring.io retains the right to compensation for all work already performed and/or services provided as well as any already incurred and future damages.

Article 5: Compensation and Payment

Payment of the invoice amount must – without the right to discount or set-off – be made within two working weeks after the invoice has been sent, which is considered a fatal term.

Complaints regarding invoices and/or services provided must be made in writing to focusring.io within 7 days after the invoice date, under penalty of forfeiture.

If the Client fails to pay the invoice within the aforementioned period, they are in default by operation of law and owe statutory interest, increased by 2% on the outstanding amount, and focusring.io has the right to suspend its obligations.

focusring.io is always entitled – at its sole discretion – to invoice based on advance invoices.

In the event of liquidation, bankruptcy, or suspension of payments of the Client, conservatory or executory seizure under the Client, or another situation leading to immediate termination of the assignment, the Client's obligations become immediately due and payable.

If the Client is in default or in breach of one or more of its obligations under this agreement, all reasonable costs incurred to obtain satisfaction in and out of court – without any right to discount or set-off – are for the account of the Client, being an amount calculated according to the method generally accepted by the judiciary with a minimum of € 150,-.

Article 6: Liability

focusring.io executes the agreed assignment with due regard to what has been offered and possibly confirmed and as carefully as can be expected of it, given the circumstances.

focusring.io generally only undertakes an obligation of effort and therefore does not guarantee the results of the assignment unless otherwise stated in writing.

focusring.io, its employees, assistants, or third parties engaged by focusring.io are not liable to the Client for any damage – whether or not suffered by the Client or third parties – arising from work performed for the Client, related to actions of, or failure to perform, non-timely or improper fulfillment of the obligation under this agreement by focusring.io, its employees, and/or third parties, unless the damage is due to intentional misconduct or gross negligence by focusring.io. Liability for assistants is completely excluded.

Notwithstanding the foregoing, the liability of focusring.io is in no case further than the amount charged to the Client or owed by the Client as a fee for the work performed and/or services provided by focusring.io over the last three months.

The Client indemnifies focusring.io and its employees and will hold them harmless from all third-party claims related to any assignment and all related financial consequences.

Compensation is always excluded for damage that is considered, being direct – indirect consequential damage, including but not limited to lost profits, loss of turnover, stagnation damage, restart costs, business damage, replacement damage, higher production costs, other (additional) costs, direct/indirect damage – or direct/indirect loss by third parties.

Article 7: Force Majeure

Force majeure is understood to mean circumstances that prevent the fulfillment of the assignment and which cannot reasonably be attributed to focusring.io. Circumstances that can cause force majeure include but are not limited to: strikes, wildcat strikes, business occupations, political strikes, natural disasters or major disasters caused by humans, illness of an irreplaceable employee, or circumstances leading to such a shortage of necessary goods or services for the agreed performance, which circumstances occur either at focusring.io itself or at third parties, such as suppliers, assistants, etc., on whom focusring.io depends for proper fulfillment of its obligations.

In case of force majeure, without any obligation to pay damages and without prejudice to other rights, every agreement can be dissolved without judicial intervention.

If focusring.io has already partially fulfilled its obligations at the time of force majeure or can only partially fulfill its obligations, it is entitled to separately invoice the already executed or executable part, and the Client is obliged to pay this invoice – without any right to discount or set-off – as if it were a separate contract.

Article 8: Confidentiality

Both parties are obliged to maintain confidentiality of all confidential information they have obtained from each other or from another source within the framework of the agreement. Information is considered confidential if it is communicated by the other party or if this results from the nature of the information.

Parties will exercise the utmost care when using information that has become known to them under the agreement.

Article 9: In-Company Training Programs

For in-company training and education, tailored agreements are made. These are reflected in the offer and assignment confirmation.

Article 10: Privacy Policy

Personal information collected during intake interviews and tests for training and related forms of our services is not recorded in any way. Answers and outcomes are treated confidentially. This information is not made available to third parties in any way. The privacy of our trainees is thus guaranteed. Only when the trainee, the client, and focusring.io have made other written agreements, can this rule be deviated from. In such a case, all parties must agree.

Final Provisions

focusring.io is authorized to make changes to these terms. These changes take effect on the announced effective date. The aforementioned changes do not affect assignments in progress at the time of the changes unless the parties agree otherwise.

Dutch law applies to every agreement between the Client and focusring.io.

With regard to all disputes, except for so-called collection disputes, which may arise from the present agreement, or resulting further agreements, the parties agree to submit these disputes to a jointly appointed NMI-recognized mediator, who will mediate based on the NMI regulations.

If mediation according to NMI regulations does not lead to an amicable solution, a dispute will be submitted exclusively to the District Court of Amsterdam, unless it is a dispute that falls within the jurisdiction of the subdistrict court.