GENERAL TERMS AND CONDITIONS OF INTENSE B.V.

1. Definitions

Agreement

The agreement that InTense B.V. concludes with its Customers to provide Services, whereby Customers and Services are defined as follows

Customer

The organization who requests InTense B.V. to organize and give safety trainings to its staff to improve behaviour in its organization

Services

The services provided by InTense to Customer. InTense offers various services to Customers consists of one of the following services:

• One of the safety training courses that InTense B.V. offers according to its product folio consisting of safety behaviour measurement products, safety behaviour awareness products, safety behaviour fulfilment products and safety behaviour empowerment products which will be provided in line with the Customers’ status of safety behaviour awareness of Customers’ employees which will be measured by InTense B.V.;
• Individual Coaching independent from training courses in the field of Health, Safety and Environment (HSE)
• Culture Survey, a company scan on the Safety culture in Customer’s organization;
• Extended Survey, a company scan that covers not only the Safety culture but also Security and Procedures in Customers’ organization and provides an exhausted summary on Customer’s HSE and Security culture as well as on its procedures; Consultancy in the field of HSE, Security and Procedures in addition to the Extensive Survey or in addition to the Culture Survey.

2. Services

1. Subject to the terms and conditions described herein and in the Agreement, InTense B.V. agrees to provide to Customer one or more of its training solutions as set forth in the Agreement and agreed as the best solution for the Customer given its organization and its products and/or services, and/or InTense agrees to offer any of its other Services such as Individual Coaching, Culture Survey, Extensive Survey or consultancy as agreed with Customer.
2. Services will be best-efforts obligations and shall not constitute a guarantee commitment. Customer should be aware that any change in culture is dependent on the efforts and commitment of its leadership and its employees and does not stop after any of the Services provided by InTense. For a maximum effect a Customer should be aware that based on Customers’ status of safety behaviour awareness of Customers’ employees, InTense can offer a safety training program an additional programs in order to create the maximum HSE mind-set and behaviour change.
   

3. Quotations, agreements, certification

1. All quotations sent by InTense B.V. are non-binding offers unless it is stated otherwise in the quotation.
2. When a quotation – offer is accepted by Customer, Customer concludes an Agreement with InTense B.V.. as described in the Agreement according to which InTense B.V. will provide any of its Services. InTense will start its Services on the date agreed with Customer and shall continue for a period as agreed in the Agreement.
3. In case the Services consist of one of the safety training courses, as soon as the Customer gives a purchase order or agrees with InTense B.V. that on certain dates a training will be given, the date for the course will be a fixed date as soon as the department “Planning” of InTense B.V. has confirmed this date.
4. InTense B.V. is a certified training institute. InTense B.V. can issue a certificate to Customer upon request that its staff has been trained or has participated in one of the trainings provided by InTense B.V.

4. Fees and Terms of payment

1. Customer is responsible to pay all fees that are agreed in the Agreement and/or quoted in the accepted quotation in euros/European currency, unless written agreed otherwise between Customer and InTense B.V.
2. Except as otherwise provided in the Agreement, fees are non-refundable.
3. In addition to the fees for the Services, Customer shall pay all applicable taxes and/or duties and all costs made by InTense exclusively to provide the Services to Customer.
4. InTense B.V will invoice fees for the Services, taxes, duties and costs due by the Customer. InTense B.V. may require payment in advance for any training session.
5. Payments should be made within 14 days after receipt of invoice or before or at the due date stated in the invoice.
6. Any payment not received from the Customer by the due date shall accrue (except with respect to charges then under reasonable and good faith dispute), at the lower of 1.0 % of the outstanding balance per month (being 12% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid. Where payment is due upon receipt of invoice interest shall accrue from twenty-five calendar days after receipt of invoice until the date paid. Customer shall also pay all sums expended (including reasonable legal fees) in collecting overdue payments. If Customer believes that the bill is incorrect, Customer must contact InTense B.V. in writing within fourteen (14) days of the receipt of invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

5. Obligations of InTense B.V. and warranty disclaimer

1. By concluding the Agreement InTense B.V. accepts the obligation to provide the Services as agreed with Customer on the agreed dates for the agreed period of time.
2. There are no warranties or conditions (whether implied or arising by statute or otherwise in law or from a course of dealing or usage or trade) for the Services or support applicable, because InTense is a safety-training institute. InTense B.V. disclaims all statutory or implied warranties and conditions, including without limitation the conditions and/or warranties of merchantability, merchantable quality or fitness for any purpose, particular, specific or otherwise. All services are provided on a best-effort basis.

6. Obligations of Customer

1. Customer shall be solely responsible for its actions and the actions of its staff while using the Services or taking part in any training or coaching of InTense B.V.. Customer acknowledges and agrees: (1) that Customer is responsible for Customer and Customer’s workforce abiding by all local, state, national, and international laws and regulations applicable to Customer’s use of the Services; (2) not to use the Services for illegal purposes; (3) that Customer assumes the risk for Customer’s workforce’s use of the Services; (5) that Customer is responsible for selecting appropriate training courses for its workforce and for requiring its workforce to take such training courses through the Services; and (6) that Customer is responsible for ensuring that its workforce is adequately and appropriately trained for the work that they provide.
2. Customer is obligated to provide to InTense B.V. in order to enable InTense B.V. to provide its Services to Customer and Customers’ workforce a training location that has enough space and is furnished in accordance with the requirements of InTense B.V. in order to provide the Services.
3. Customer agrees that in case trainers of InTense B.V. have to travel to provide the Services to Customer and to Customer’s workforce, that the trainers of InTense B.V. will fly in business class when they have to travel by airplane to serve Customer or will have a seat in the first class when they have to travel by train to serve Customer.
4. In case Customer invites contractors to attend safety trainings of InTense B.V. Customer is responsible that these contractors will not disclose training materials and documents of InTense B.V. to third parties or use the material to develop their own trainings. Customer will hold InTense B.V harmless for any damages caused by Customers’ contractors, such as (but not limited to) damages caused because Customers’ contractors breached the intellectual property of InTense B.V. by using the material of InTense B.V. to develop its own trainings.
5. Customer knows that InTense B.V. has Travel safety policies, which are applicable to the agreement.
6. With regard to the Services that consist of Culture survey or the extended survey, Customer has the obligation to provide all information needed to be able to perform any such Service. For any survey held, InTense will rely on information provided by Customer and is not responsible if the result of the survey appears to be not in line with the reality and which is due to insufficient information. It is the responsibility of Customer to provide all true and genuine information needed to hold a true survey, which gives a realistic view on the current safety behaviour awareness or safety culture within Customer’s organization.

7. Indemnification and Liability

1. 1. Customer shall indemnify, defend, or at its option settle, any third party claim or suit against InTense B.V. based on a claim: (i) of any breach of this Agreement by Customer, its affiliates, employees agents, successors and assigns; and (ii) relating to or based upon the acts, omissions or activities conducted by Customer, its employees, contractors and agents, using or that used the Services; and Customer shall pay any final judgment entered against InTense B.V. in any such proceeding or agreed to in settlement. InTense B.V. will promptly notify Customer in writing of such claim or suit and give all information and assistance reasonably requested by Customer or such designee.
   2. In no event shall InTense’s aggregate liability, if any, arising out of or in any way related to this agreement exceed the fees paid by Customer for the Services that directly gave rise to the damages claimed without regard to whether such claim is based in contract or in tort, including negligence.
   3. In no event shall InTense or any of its trainers or consultants or coaches be liable (i) for any direct special, punitive or consequential damages, or (ii) to third parties claiming through Customer, even if InTense B.V. advised of the possibility of such damages.
   4. If the fees as referred to in paragraph 7.2. are 15,000 euros or more, InTense’s aggregate liability shall in no event exceed 15,000 euros.
   5. Customer agrees that it will never hold any individual trainer, coach or advisor who as representative of InTense will provide the Services for and on behalf of InTense. InTense agrees that it is fully liable for the performance of any natural person who provides the agreed Services on its behalf. Liability for any advice on HSE is excluded.