Terms and Conditions
1. Definitions
1.1 In these general terms and conditions (“Conditions”) are defined:
a) Client: every individual or corporation to whom NEWKINDS services delivers, or with whom NEWKINDS has a contract or with whom NEWKINDS has agreed or is in contract discussions;
b) Contract and/or Agreements: every agreement set up between NEWKINDS and Client, each change or modification thereon, and all (legal) discussions in preparation and implementation of a Contract;
c) Services: all activities in whatever form (services, taking on of work, loaning of personnel, advice etc), that NEWKINDS does on behalf of the Client;
d) Products: all things, understood as documents, reports, advices, results, databanks, concepts (including product concepts), presentations and all results of work done by NEWKINDS, which are part of the Contract;
e) Offer: offer (or costing) in whatever form from NEWKINDS to the Client;
f) Mandate: every mandate given by the Client, in whatever form that is;
g) Parties: Client and NEWKINDS jointly.
2. Relevance, Changes and Additions
2.1 These Terms and Conditions are part of all Agreements, and are applicable to all general and legal discussions between NEWKINDS and Client, also where such discussions do not result in, or are not part of, a Contract.
2.2 The applicability of some terms and conditions of the Client may be explicitly rejected by NEWKINDS.
2.3 Changes and additions to Contracts or Agreements that have specific implications for the Contract or Terms and Conditions can only be made if agreed in writing between the parties.
2.4 Whenever a change or addition to the Terms and Conditions, as referred to under item 3, is made, then this change affects only the specific Contract involved.
3. Offers and Establishment of Contracts
3.1 An Offer is not binding for NEWKINDS and is valid only as an invitation to the placement of a Contract by the Client. The Offer made by NEWKINDS is valid for a period of 14 days from the date of signature by NEWKINDS, unless otherwise indicated.
3.2 An Agreement is only formally established if and when NEWKINDS accepts in writing to implement the Client’s Contract, unless the Client can prove that NEWKINDS has unconditionally accepted the Contract. In the case that, on request, NEWKINDS carries out any work prior to full and formal agreement is reached on payment terms and conditions, then the Client will, in compliance with the terms given in articles 4 and 5 of these Terms and Conditions, make payment on basis of the applicable tariffs of NEWKINDS.
4. Prices
4.1 All prices of NEWKINDS are given in Euro’s, and exclude Value Added Tax (VAT or BTW) and other governmental charges unless otherwise indicated. Costs other than consultancy rates (for example travel and other extra costs) will be declared separately to the Client, and are due to be paid within 14 days of invoicing.
4.2 Unless otherwise agreed, a Contract will be invoiced and paid as described in the Offer and Contract.
4.3 In the event that extra costs have been made by NEWKINDS to complete the agreed work, then all such costs, including services and travel, costs of materials, and all other reasonable costs made in completing the work will be booked to the Client. In this case NEWKINDS will submit a full invoice listing all these extra costs.
5. Payment
5.1 The Client will pay the invoiced costs within 14 days of the invoice date to the designated NEWKINDS bank account. Objections to such charges do not affect the payment times.
5.2 All objections concerning invoices and their contents must be submitted within 10 days to NEWKINDS. If this is not possible, for reasons outside the control of the Client, then such objections should be communicated to NEWKINDS as soon as is reasonably possible.
5.3 The Client is not entitled to offset his/her costs against those of NEWKINDS, unless permitted to do so on the basis of a legal judgement or arbitration.
5.4 The Client does not have the right to suspend its obligations, unless the Client brings such dispute within 30 days to the competent court in accordance with Article 14 of these Terms and Conditions.
5.5 In the case that at any moment, concerns arise at NEWKINDS concerning the credit-worthiness of the Client, and/or the situation where the Client more than once incorrectly or does not pay on time, NEWKINDS has the right, before proceeding with agreed work, to demand that the Client pays for any further work in advance of it being carried out, or that the Client provides adequate security that the amount will be paid in full as soon as possible.
5.6 If the Client, even after the expiration of a registered letter asking for further payment of the amount due has not been paid, then the Client is obliged to compensate NEWKINDS for all non-judicial and judicial costs, including reasonable legal fees or out of court costs.
5.7 If, by NEWKINDS, for courtesy or other reasons, the Client is permitted to delay the completion of any obligation, then the new term is always the final one.
6. Services
6.1 Offers with a description of the services are based on information provided by the Client to NEWKINDS up to the date when the offer is made. NEWKINDS is not responsible or liable for the accuracy and completeness of the information provided by the Client, and the use thereof in the implementation of the agreement.
6.2 NEWKINDS guarantees that: the services carried out by /on behalf of them will be carried out in a skilled way.
NEWKINDS has the right to replace any of their personnel working on a project, and will do their best to ensure that the replacement person is of the correct level to guarantee, as far as possible, that the quality of the work is carried out at the same level.
NEWKINDS cannot guarantee that it will achieve the result or objective sought by the Client with the Agreement. Services have the character to perform an ‘obligation’, and not a guarantee.
6.3 The use by NEWKINDS or the Client of 3rd parties to carry out the agreed work can only take place by mutual consent.
6.4 Client will give NEWKINDS full and free access to the necessary information and facilities that are necessary for NEWKINDS to complete its work.
6.5 If it appears that the provision of part or all the Services cannot be made because of failure by the Client in its responsibility to NEWKINDS, or to other Client attributable conditions, it will reimburse NEWKINDS for any costs it has made on the matter, calculated on the general prevailing consultancy rates of NEWKINDS.
6.6 If it is agreed that the project will be executed in phases, NEWKINDS can postpone those parts that belong to a next phase until the Client has given written approval the results of the previous stage. In the case that delay in completing the next stage is caused by delayed approval by the Client, or other reasons for which Client is responsible, then any resulting additional costs will be borne by the Client.
6.7 Client recognises that completion of the Agreement can be influenced by several unforeseen factors, including, but not, limited only to, the quality of the information given by the Client, or limited availability or commitment of Client’s personnel working on the project.
NEWKINDS will endeavor to complete its obligations under this Agreement within the agreed schedule. The planning and the accompanying timings cannot be seen as absolute commitments.
Except in cases of willful misconduct or gross negligence by NEWKINDS, exceeding the planning and given timings does not give the Client right to proceed to full or partial dissolution or termination of the Agreement, nor the right to compensation as a result of damage caused by the Client.
7. Modifications to Agreement / Extra Work
7.1 In the case that Client wishes to make modifications or changes to the agreed programme, and NEWKINDS is of the opinion that its work programme is thereby greater, then this implies “extra work”, which – subject to paragraph 7.2 – can be billed to the Client, even if a fixed price has previously been agreed between both parties.
7.2 In the case that NEWKINDS deems that “extra work” is necessary, then it will immediately inform the Client and the consequences thereof, in terms of costs or timeframes in which the project can be delivered. Client is obliged to accept these consequences, unless they give written notice within 8 days to NEWKINDS.
NEWKINDS may wait until Client has given written approval with the implementation of the extra work involved.
8. Liability and Indemnity
8.1 NEWKINDS is not liable for any indirect damage to the Client or third parties, including consequential damage, loss of goodwill, lost profits, missed savings, damage due to business interruption, or claims by third parties due to other than direct damages.
8.2 The liability of NEWKINDS to the Client for any reason per event (a sequence of events counts as one event) is limited to the value of the amount NEWKINDS has received for its work under the Client Agreement (excluding VAT). If the agreement runs for more than six months, all liability shall be limited to an amount equal to the amount NEWKINDS has received from the Client under the Agreement in the six months prior to the occurrence of the damage. If no contract value can be identified, NEWKINDS’s liability is limited to the amount it will receive from its professional liability insurance.
8.3 The liability limitations in paragraphs 8.1 and 8.2 shall not apply insofar as the damage was caused by intent or gross negligence of NEWKINDS or its executive staff.
8.4 Any claim against NEWKINDS expires if the Client has not initiated legal proceedings within one year after the Client became aware or reasonably should have become aware of the event that gave rise to the claim.
8.5 Except in cases of gross negligence or intent of NEWKINDS or its executive staff, the Client will indemnify NEWKINDS against all third party claims, for whatever reason, in respect of compensation for damages, costs or interests in connection with the Products and Services.
9. Force Majeure
9.1 If NEWKINDS, as a result of a non-attributable shortcoming (“force majeure”) cannot meet its obligations to Client, these obligations will be suspended for the duration of the force majeure period.
9.2 Force majeure means any circumstance outside the control of NEWKINDS which prevents or significantly hinders performance of its obligations, including but not limited to:
a) natural disasters, extreme weather events, or climate-related disruptions;
b) pandemics, epidemics, or public health emergencies;
c) acts of government or regulatory authorities;
d) strikes, labor disputes, or other industrial disturbances;
e) supply chain disruptions affecting NEWKINDS or its suppliers;
f) cyber-attacks or significant IT system failures;
g) civil unrest, war, terrorism, or sabotage.
9.3 In the case that a force majeure situation has lasted for 3 months, both parties have the right to partly or wholly dissolve the contract in writing, without any obligation to pay compensation.
9.4 Both parties will notify each other, as soon as possible, of any situations where (possible) force majeure can take place.
9.5 If NEWKINDS has already partially fulfilled its obligations before the force majeure event, or can only partially fulfill its obligations during the force majeure event, it is entitled to separately invoice the completed part or the part that can be completed, and Client is obliged to pay this invoice.
10. Intellectual Property Rights
10.1 Unless NEWKINDS and Client have otherwise specifically agreed in writing, NEWKINDS retains full and exclusive rights to all intellectual property, including but not limited to: author’s rights, personal rights, database rights, methodology, models, techniques, instruments, digital platforms, and sustainability frameworks, on which its services are based.
10.2 NEWKINDS grants the Client the non-exclusive, non-transferable right to use the results of its services exclusively within and for the benefit of its own organisation, but only after the Client has fulfilled its (payment) obligations under the Agreement.
10.3 Without prior written permission from NEWKINDS, Client is not permitted to:
a) use the results of NEWKINDS’s services outside its own organisation;
b) reproduce them in any form outside its own organisation;
c) make them available to third parties or publish them;
d) modify or adapt them; or
e) use them for commercial purposes beyond the scope of the Agreement.
10.4 Client may use NEWKINDS’s name and a general description of the Services for reference purposes, provided that such reference does not diminish the reputation of NEWKINDS.
11. Contract Termination and Dissolution
11.1 In the case of (temporary) suspension of payments, bankruptcy, or liquidation of the Client’s business, or – if Client is a private person – death or being placed under guardianship, all Agreements with the Client will be dissolved by law, unless NEWKINDS informs Client within a reasonable time that it requires compliance to (part of) the relevant Agreement(s), in which case NEWKINDS without notice is entitled to:
a) suspend further work on the Agreement until payment has been sufficiently secured; and/or
b) suspend all its obligations towards the Client; without prejudicing NEWKINDS’s other rights under any Agreement with the Client whatsoever, and without NEWKINDS being obliged to pay any compensation.
11.2 If Client does not properly, or within a set period or otherwise timely, fulfill any obligation arising from any of its Agreements, then Client is in default and NEWKINDS is entitled, without notice or judicial intervention:
a) to suspend the implementation of that Agreement and related agreements until payment has been sufficiently secured; and/or
b) to fully or partially dissolve that, and related Agreement(s).
11.3 Either party may terminate the Agreement with immediate effect by written notice if:
a) the other party commits a material breach of the Agreement which is not capable of remedy; or
b) the other party commits a material breach which is capable of remedy but fails to remedy that breach within 30 days of being notified in writing to do so.
11.4 Upon termination of the Agreement, Client shall immediately pay to NEWKINDS all outstanding unpaid invoices and interest, and for Services supplied but for which no invoice has been submitted, NEWKINDS may submit an invoice which shall be payable immediately upon receipt.
11.5 Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
11.6 If an event occurs as referred to in paragraphs 11.1 or 11.2, then all claims of NEWKINDS in respect of the Client and the claims under the Agreement(s) are payable immediately and in full and NEWKINDS is entitled to all results/reports of its work.
12. Transfer of Rights and Obligations
12.1 NEWKINDS is not permitted to transfer defined parts of any Agreement rights and obligations to third parties. If NEWKINDS wants to transfer such rights, it must inform the Client in advance, and Client is entitled to terminate the Agreement. NEWKINDS does not need to pay damages in this case.
12.2 Client is not entitled to transfer the rights and/or obligations under an agreement to any third party without the prior written consent of NEWKINDS.
13. Exercise of Suspension, Dissolution and Nullification Rights by NEWKINDS
13.1 In case NEWKINDS, based on the circumstances which at that time are known and should have been known, reasonably believes it has a right to suspension, dissolution, and/or access to nullification of contract, then NEWKINDS is not obliged to pay the legally required interest, in case it is later established that they had not validly exercised their legal rights.
14. Governing Law and Dispute Resolution
14.1 These Conditions and all Agreements are governed by Dutch law.
14.2 In the event of any dispute arising out of or in connection with this Agreement, the parties will attempt to resolve the dispute through friendly consultation.
14.3 If the dispute is not resolved within 30 days after the start of such consultation, the parties shall attempt to settle it by mediation in accordance with the Netherlands Mediation Institute (NMI) rules.
14.4 If the dispute has not been settled by mediation within 60 days of the initiation of the mediation, or such further period as the parties shall agree in writing, the dispute shall be submitted to the competent court in Amsterdam.
14.5 For Clients established outside the Netherlands, NEWKINDS reserves the right to submit disputes to the Netherlands Arbitration Institute (NAI) in accordance with its rules.
14.6 The applicability of the Vienna Convention 1980 (CISG) is explicitly excluded.
16. Data Protection and Privacy
16.1 Both parties will comply with applicable data protection laws, including the General Data Protection Regulation (GDPR).
16.2 NEWKINDS will process personal data solely for the purpose of executing the Agreement and in accordance with NEWKINDS’s Privacy Policy, which is available upon request.
16.3 Client warrants that all personal data provided to NEWKINDS has been collected and provided in accordance with applicable data protection laws.
17. Confidentiality
17.1 Each party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, sustainability methodologies, or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business, products and services which the Receiving Party may obtain.
17.2 The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under the Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause.
17.3 The confidentiality obligations shall continue for a period of 3 years after the termination of the Agreement or 5 years after disclosure of the information, whichever is longer.
17.4 The obligations in this clause shall not apply to information that:
a) is or becomes generally available to the public other than as a result of a breach of this clause;
b) was known to the Receiving Party before disclosure by the Disclosing Party;
c) is independently developed by the Receiving Party without access to the confidential information; or
d) is required to be disclosed by law, regulation or any governmental or competent regulatory authority.
18. Use of Artificial Intelligence Tools
18.1 NEWKINDS may utilize enterprise-grade artificial intelligence (AI) tools and technologies to enhance research capabilities, accelerate data analysis, and improve service delivery efficiency. Client acknowledges and consents to this use of AI tools in connection with the services provided. All AI-assisted work undergoes human expert review and validation before delivery. Client confidential information is processed exclusively through secure, enterprise-level AI platforms that maintain strict data protection standards and do not utilize client data for training or other purposes. NEWKINDS retains full responsibility for all deliverables and recommendations regardless of whether AI tools were used in their preparation. This AI use is intended to enhance, not replace, human expertise and professional judgment in the delivery of consulting services.
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Our general terms and conditions are available in English only. If you require clarification in Dutch, please contact us.