The Terms and Conditions.

SUE Behavioural Design is a trading name of SUE Amsterdam B.V., registered with the Chamber of Commerce under number 54111757.

1. Applicability

1. 1. These terms and conditions are applicable to offers, quotations and agreements relating to the services provided by SUE Amsterdam B.V., trading under the name SUE Behavioural Design, hereinafter “SUE BD”, and the resulting activities and deliverables by or on behalf of SUE BD.
   2. The services in these terms and conditions include the workshops, advice, coaching and sprint days provided by SUE BD, hereinafter “the Services”.
   3. These terms and conditions do not apply to the courses offered and booked by SUE Behavioural Design Academy. These courses are subject to the SUE Behavioural Design Academy General Terms and Conditions.
   4. Deviations from these terms and conditions will be valid only if agreed in writing between the Parties.
   5. The Client’s terms and conditions, regardless of what they are called, are expressly excluded.

2. Offers and quotations

1. 1. Quotations are non-binding. Quotations are valid for 30 days. Prices are exclusive of VAT.
   2. Any time periods mentioned in offers and quotations are always indicative and only start running from the moment when all the information and materials requested from the Client are actually available, correct, usable and complete.

3. Agreement

1. 1. The agreement is formed by means of written confirmation by SUE BD of the assignment.
   2. A PO number (if applicable) must be received by SUE BD before any work is started in implementation of the agreement.
   3. SUE BD will be remunerated in accordance with the arrangements set out in the agreement.
   4. SUE BD is entitled to engage third parties in the performance of the agreement.
   5. Changes to the agreement, and/or changes to the schedule are only binding if they have been agreed in time and in writing.
   6. Changes to the agreement and/or the planning and/or a late delivery of information and materials by the Client may result in previously agreed deadlines/lead times not being achievable.
   7. The additional costs resulting from changes and/or late delivery are borne by the Client. SUE BD will inform the Client as soon as possible of the financial and/or quality consequences.

4. Obligations of the Client

1. 1. The Client will provide timely information and materials to SUE BD in the desired form and manner; the information and materials must be relevant to ensure correct and high-quality performance of the agreement.
   2. The Client guarantees the accuracy, completeness and reliability of the information and materials.
   3. The Client will make every effort to ensure the active participation of the participants in order to promote the successful performance of the agreement.
   4. The Client will ensure that the participants are bound by the articles of these terms and conditions relevant to them (article 7. liability, article 8. confidentiality and non-disclosure, article 9. intellectual property and article 10. privacy).

5. Obligations of SUE BD

1. 1. SUE BD is under a best-efforts obligation with respect to the agreement and will perform the agreement to the best of its ability and knowledge in accordance with the professional standards.
   2. SUE BD will use qualified consultants, facilitators and trainers in the performance of the agreement and will make every effort to ensure the successful performance of the agreement.
   3. SUE BD will treat information and materials received from the Client as confidential and will either destroy them or return them to the Client at the end of the agreement if desired.

6. Invoicing and payment

1. 1. SUE BD will invoice 75% of the amounts agreed in the agreement before the start of the agreement and 25% after completion.
   2. SUE BD applies a payment term of 15 days on the understanding that the first instalment of 75% must be received in the specified IBAN account number before the start of the agreement. Objection to an invoice or part of an invoice and/or the performance will not affect the obligation to pay the invoice on time and in full.
   3. Non-payment, late payment or partial payment will render the Client in default by operation of law without notice of default being required. From the moment of default, the Client will owe statutory commercial interest on the principal amount. SUE BD is entitled from that moment on to suspend its obligations until the Client has fulfilled its obligations in full.
   4. In the event that the Client is in default, SUE BD will proceed to collection and all reasonable costs of collection will be at the expense of the Client, at a minimum of € 250.

7. Liability

1. 1. Any liability of SUE BD and any natural or legal person engaged in the formation and/or performance of the agreement, hereinafter “SUE BD plus”, is always limited to direct damages and to a maximum of the price agreed in the agreement.
   2. SUE BD plus is not liable for the improper functioning of equipment, software, data files, or other items used in the performance of the agreement, with no exceptions.
   3. SUE BD plus is not liable for any damage to or loss of property of participants.
   4. SUE BD plus is not liable for errors of any kind in the documents and materials used by consultants, facilitators and trainers, as referred to in article 8.1 below, and/or in the information and advice provided orally by them.
   5. Liability of SUE BD plus for damages resulting from intent or conscious recklessness is not excluded.

8. Confidentiality and non-disclosure

1. 1. The Client and SUE BD, hereinafter “the Parties”, have a duty of confidentiality towards each other with regard to the data, information, assignments, activities and materials made available by them, including the quotations, ideas, advice, concepts and other documents and materials originating from SUE such as, but not limited to, syllabi, publications, templates, models, systems, strategies, structures, tools, logos and pay-offs, hereinafter “the Information”, which by their nature are confidential and/or are protected by any intellectual property right or right to protection of trade secrets.
   2. The Parties will use the Information only in connection with the acquisition and/or performance of the agreement and will not share it, unless with prior written consent, with third parties (other than the participants or people who are contributing for or on behalf of SUE BD in the performance of the agreement).
   3. Any further use or exploitation of the Information without the prior written consent of SUE BD constitutes a breach and therefore a violation of this provision.
   4. The Parties undertake to require the same confidential treatment and non-disclosure of ‘the Information’ from both the persons referred to in the previous paragraph and from third parties.

9. Intellectual property rights

1. 1. The intellectual property rights, such as copyright, design rights, trademark rights, and trade name rights on the graphical user interface of the SUE BD website and on the texts and images thereon, and on the materials provided by SUE BD to the Client and the Participants as part of the agreement, such as but not limited to syllabi, publications, templates, models, systems, strategies, structures, tools, logos, and pay-offs, rest exclusively with SUE BD and/or third parties with whom SUE BD has licensing agreements.
   2. SUE | Influence Framework, SUE | Behavioural Design Canvas, SUE | Behavioural Design Method and SUE | Behavioural Ideation Model are trading names of SUE BD. SUE is a registered trademark of SUE BD.
   3. The materials provided by SUE BD are for personal use only within the framework of the agreement and may be used by the Client and participants only within the framework thereof.
   4. Any further use or exploitation of these materials will constitute a breach and thus a violation of this provision by the Client.

10. Privacy

1. 1. The personal data provided by the Client are used by SUE BD exclusively for administrative and communication reasons related to the agreement and its performance.
   2. Photos of attendees may be taken during or upon completion of the agreement for the purpose of agreement-related publicity of SUE BD via the Internet and social media. Consent will be sought prior to the taking of photographs. This consent can be withdrawn at any time.
   3. SUE BD acts in accordance with the General Data Protection Regulation (GDPR). See SUE BD’s privacy statement on the website.

11. Facilities

1. 1. If the agreed Services do not take place at the premises of SUE BD, the quotation is exclusive of external location and catering costs and other necessary facilities, and the Parties will make prior written arrangements regarding location, catering and presence of necessary presentation materials such as projector, flipchart, markers and post-its and other necessary facilities and the costs to be incurred for them, which are at the expense of the Client. All costs mentioned in the agreement are included; additional costs or extra deliveries will always be discussed with the Client first.

12. Cancellation

1. 1. Cancellation of the agreement by the Client is only possible in writing before the start date of the agreement. The following cancellation costs (% of the agreed price) are then charged by SUE BD:
      1. Up to two months before the course: 20%
      2. Up to one month before the course: 25%
      3. Up to two weeks before the course: 50%
      4. Less than two weeks before the course: 100%

13. Force majeure

1. In the event that the Parties are prevented by force majeure from full and/or timely performance of the agreement, they will be entitled to suspend performance or, after two months have passed since the occurrence of the force majeure, to dissolve the agreement in whole or in part by means of a written statement, without being obliged to pay damages. In this case, the Client will be reimbursed for the costs of that part of the agreement already performed.
2. In addition to the provisions of Book 6, Article 75 of the Dutch Civil Code, circumstances of force majeure will also include expropriation or confiscation of facilities; war, hostilities, rebellion, terrorist activities, local, regional or national emergencies, sabotage or riots; earthquake, flood or other extreme consequences of unusually severe weather conditions; fire, explosions or other disasters; epidemics, pandemics, quarantine measures; power failure, computer virus, computer hack, failure of telecommunications infrastructure; government measures; strike and work stoppage; breach of agreement by suppliers or other third parties and in general all external unforeseeable causes and circumstances beyond the control of the Parties.

14. Penalty clause

1. If the Client acts in breach of the provisions of article 8 (confidentiality and non-disclosure) and/or article 9 (intellectual property), the Client will owe SUE BD an immediately payable fine of €50,000 (fifty thousand euros) per breach and an amount of €5,000 (five thousand euros) per day that the breach continues, whereby the foregoing is without prejudice to the right to claim damages; this fine is owed irrespective of whether the breach is attributable to the Client and without prior notice of default or legal proceedings being required.

15. Disputes

1. 1. These general terms and conditions and the agreement entered into with SUE BD are governed by the law of the Netherlands.
   2. Disputes concerning these general terms and conditions and/or the agreement entered into with SUE BD or resulting from it will be judged exclusively by the competent court in Amsterdam.

©Buro Blanchard/Mr. F.F. Blanchard
Haarlem, June 2020, updated July 2022