Terms & Conditions

SUE Behavioural Design Academy is a trade name of Behavioural Design Academy B.V., Chamber of Commerce no. 68921187.

1. Applicability

1. These terms and conditions apply to quotations, offers and agreements relating to the business services of Behavioural Design Academy B.V., acting under the name SUE Behavioural Design Academy, hereafter referred to as SUE BDA, and the resulting work and deliveries by or on behalf of SUE BDA.
2. Deviations from these terms and conditions are only valid if agreed upon in writing between the parties.
3. Applicability of the client's terms and conditions, however designated, is expressly excluded.

2. Quotations and Offers

1. Offers are without obligation. Offers have a validity of 30 days. Prices are excluding VAT.
2. Terms mentioned in offers and quotations are always indicative and only take effect from the moment that the client has supplied all requested information and materials correctly, completely, and usefully.

3. Assignments

1. The client is bound by and with effect from the issue of the order. SUE BDA is bound after having received an agreement on the budget.
2. SUE BDA will not start the execution of the assignment until it has received an agreement on the budget and a PO number if applicable.
3. SUE BDA is remunerated in accordance with the agreements laid down in the budget.
4. SUE BDA is entitled to engage third parties to carry out the assignment.
5. Changes to the order, after it has been issued, and/or the established planning must be agreed in good time and in writing. If changes are agreed upon verbally, the risk shall be borne by the client.
6. Changes to the order and/or the planning and/or the late delivery of information and materials by the client may result in the previously agreed timeframes / turnaround times not being achievable.
7. The additional costs resulting from changes and/or late delivery shall be borne by the client. SUE BDA shall inform the client as soon as possible of the financial and/or qualitative consequences.
8. In the event of withdrawal of the order, before its completion, the client shall owe SUE BDA the already invested hours and incurred costs.

4. Client's obligations

1. The client shall provide SUE BDA with all information and materials relevant to the proper and qualitative execution of the assignment, in a timely manner and in the desired form and manner.
2. The client guarantees the accuracy, completeness and reliability of this information and materials.
3. The client makes every effort to ensure the active participation of the persons participating for or on behalf of him in sprints and/or training courses in order to promote the successful completion of the assignment.
4. The client shall inform the persons taking part in training courses for or on behalf of the client with regard to the articles of these terms and conditions that are relevant to them (article 7 liability, article 8 Confidentiality and Secrecy, article 9 Intellectual property and article 10 privacy).

5. SUE BDA's obligations

1. SUE BDA provides a best-efforts obligation and performs the contract in accordance with the assignment to the best of its understanding and ability and in accordance with the requirements of good craftsmanship.
2. SUE BDA commits itself to employ qualified supervisors and instructors in sprint trainings and in company trainings respectively and is committed to the successful completion of the assignment.
3. SUE BDA shall treat as confidential the information and materials received from the client in the context of the assignment and, if so desired, return them to the client at the end of the assignment and/or destroy them.

6. Billing and Payment

1. SUE BDA invoices 100% of the amounts agreed in the approved budget prior to the training.
2. SUE BDA applies a payment term of 30 days with. Objections to (part of) an invoice and/or execution does not affect the obligation to pay the invoice on time and in full.
3. In the event of non-payment, late, or incomplete fulfilment of the payment obligation, the client shall be in default by operation of law without a reminder being required. From the moment of default, the client shall owe the statutory commercial interest on the principal sum. From that moment, SUE BDA shall be entitled to suspend its obligations until the client has fulfilled its obligations in full.
4. In the event of default by the client, SUE BDA shall proceed to collection and all reasonable collection costs shall be for the client's account.

7. Liability

1. Any liability on the part of SUE BDA and any (legal) person engaged in the conclusion and/or execution of the contract (hereinafter referred to as SUE BDAplus) is always limited to the price agreed for the order.
2. SUE BDAplus is not liable for the malfunctioning of any equipment, software, data files or other items used in the execution of the order, with no exceptions.
3. SUE BDAplus shall not be liable for damage to or loss of property of persons taking part in training courses for or on behalf of the client.
4. SUE BDAplus is not liable for errors of any kind in the documents and materials used by its supervisors and instructors, as referred to in Article 8.a below, and/or in the information and advice given orally by them, nor for any consequential damage resulting therefrom.
5. Liability on the part of SUE BDAplus for damage resulting from intent or deliberate recklessness is not excluded.

8. Confidentiality and Secrecy

1. The client and SUE BDA (hereinafter referred to as: the parties) shall reciprocally be liable for the confidential treatment and confidentiality of the data, information, assignments, work and materials made available by them, including offers, 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, which by their nature are confidential and/or protected by any intellectual property right (hereinafter referred to as: 'these data').
2. Parties shall only use 'these data' in the context of the acquisition and/or execution of the assignment and shall not share it with third parties other than those persons participating in sprints and/or training courses for or on behalf of the client or contributing to its execution for or on behalf of SUE BDA without permission.
3. Any further use or exploitation of 'these data' constitutes a breach of this provision.
4. The parties undertake to require both the persons referred to in the previous paragraph and third parties to treat 'these data' with the same degree of confidentiality and secrecy.

9. Intellectual property

1. The materials provided by SUE BDA to the client in the context of the agreement and to the persons taking part in training courses for or on behalf of the client, such as but not limited to syllabi, publications, templates, models, systems, strategies, structures, tools, logos and pay-offs, are subject to (intellectual) property rights belonging to SUE BDA and/or third parties with whom SUE BDA has licensing agreements.
2. SUE | Influence Framework, SUE | Behavioural Design Canvas, SUE | Behavioural Design Method, SWAC Model and SUE | Behavioural Ideation Model are trade names of SUE Amsterdam BV. SUE is a registered trademark of SUE BDA.
3. The materials provided by SUE BDA are intended exclusively for the client's own use and may only be used by the client, third parties with whom the client has shared them and persons taking part in training courses within the framework thereof.
4. Any further use or exploitation of these materials shall constitute an infringement and thus a violation of this provision by the client.

10. Privacy

1. The data provided by the client will be used by SUE BDA exclusively for administrative and communication purposes relating to the sprint or training and its execution.
2. Photographs of participants may be taken during or at the conclusion of training courses for the purpose of SUE BDA's training related publicity via internet and social media. Permission will be requested prior to taking photographs. This permission may be revoked at any time.
3. SUE BDA acts in accordance with the General Data Protection Regulation (GDPR/AVG). See the privacy statement of SUE Amsterdam BV on the website.

11. In-Company Training

1. In-company training can take place either at SUE BDA or at another location chosen by the client. Only when the location of SUE BDA is chosen, lunch, drinks, training materials and location costs are included in the budget.
2. If the in-company training does not take place at SUE BDA, the budget does not include external location and catering costs and the parties must agree on the location, catering and presence of the necessary presentation materials such as beamer, flipchart, pens and post-its and the costs to be incurred.
3. All costs mentioned on the budget are included, additional costs or extra deliveries will always be discussed with the client first.

12. Cancellation

1. Cancellation of the assignment by the client shall only be possible prior to the start date of the sprint or in company training, and shall be subject to the following cancellation costs (% of the agreed execution costs), which may then be charged by SUE BDA:
   1. Up to two months before: 20%
   2. Between two months and one month before: 25%
   3. Between one month and two weeks before: 50%
   4. Less than 2 weeks before: 100%

13. Force majeure

1. In the event that the parties are prevented by force majeure from carrying out the agreed assignment in full and/or on time, they shall be entitled to suspend performance or to dissolve the agreement in full or in part by means of a written statement, without being obliged to pay compensation.
2. In addition to the provisions of Article 6:75 Civil Code (BW) such circumstances of force majeure include expropriation or confiscation of facilities; war, hostilities, rebellion, terrorist activities, local, regional or national emergencies, sabotage or riots; earthquake, flooding or other extreme consequences of unusually severe weather conditions; fire, explosions or other disasters; epidemics, pandemics, quarantine measures; power failure, computer virus, computer hack, telecommunication infrastructure failure; government measures; strikes and work stoppages; breach of contract by suppliers or other third parties and in general all external unforeseeable causes and circumstances beyond the parties' control.

14. Fines and Disputes

1. If the client infringes the provisions of article 8 (confidentiality and secrecy) and/or article 9 (intellectual property), regardless of whether the infringement is attributable to him, the client shall forfeit to SUE BDA, without prior notice of default or legal proceedings, an immediately payable penalty of €50,000 (fifty thousand euros) per infringement and an amount of €5,000 (five thousand euros) per day that the infringement continues, without prejudice to the right to claim damages.
2. The agreement is governed by Dutch law.
3. Disputes will exclusively be submitted to the competent court in Amsterdam.

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