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Mindful Growth

Terms & Conditions

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Article 1. The Agreement

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The agreement is concluded at the moment the Client accepts the offer and fulfils the conditions laid down.

 

These conditions apply to every offer and every agreement between Mindful Growth and the Client to which the parties have declared these conditions applicable, insofar as the parties have not deviated from these conditions expressly and in writing.

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The present terms and conditions also apply to all agreements with Mindful Growth for the implementation of which third parties must be involved.

 

If any provision of these general terms and conditions or an agreement proves to be invalid or is voided, this shall not affect the validity of the general terms and conditions or the agreement as a whole. The parties shall consult together in order to agree on a new provision to replace the void or voided provision, taking into account, as far as possible, the objective and purport of the void or voided provision.

 

Article 2. Offers

 

Offers are based on the information given by the Client. Client is responsible for providing all the essential information. Mindful Growth will provide coaching and mentoring services to the best of its knowledge and ability, and in accordance with the requirements of performing good workmanship. This obligation has the character of a ''best efforts obligation'', because the achievement of the intended result cannot be guaranteed.

 

The offers’ quotations proposed by Mindful Growth are without obligation; they are valid for 30 days, unless stated otherwise. Mindful Growth is only bound by the offers if their acceptance is confirmed in writing by the other party within 30 days.

 

The Client who is an individual person (not a company) has a reflection period of 14 days. This means that the Client can withdraw a signed order confirmation (quotation) within 14 days, without additional costs unless he/she has already attained a session or multiple coaching sessions.

 

The prices in the quotations mentioned are exclusive of VAT, unless stated otherwise. The rates and the cost estimates based thereon include the secretariat costs and other assignment-related costs unless stated in the quotation or agreement is expressly stated otherwise. In that case, the actual costs will be charged separately to the client.

 

The rates and the cost estimates do not include travel hours, travel cost, parking and accommodation costs unless stated in the quotation or agreement is expressly stated otherwise. The actual costs will be charged separately to the client.

 

Where the Client requests additional services that were not specified or agreed upon in the agreement, these will be costed up separately and subject to additional fees to be paid by the Client.

 

Without prejudice to its other rights under this Agreement, Mindful Growth shall, in the event of non - or late payment of any sum due hereunder, be entitled:

 

  • To suspend the performance of the Services;

  • To withhold delivery of the Work and the Preparatory Documents, if any;

  • To terminate and/or dissolve the agreement by operation of law and without prior notice of default in whole or in part by means of a Written statement, all this at its discretion and always without prejudice to any of its rights to compensation for costs, damages and interest.

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Article 3. Confidentiality

 

Each party agrees to keep any information regarding the operations, business, customers or finances of the other ("the Confidential Information") secret and confidential and not to use or to disclose the Confidential Information or any part of it to any third party except as required to enable Mindful Growth to carry out the Services and to exercise any of its rights under this Agreement.

 

The obligation set out in above paragraph shall not apply where a party uses or discloses Confidential Information which:

  • Is in the public domain otherwise than through unauthorised disclosure by that party;

  • Was lawfully known to that party before disclosure by the other;

  • Is disclosed to that party by a third party, not under a duty of confidence to the other;

  • Required to be disclosed by law or by an order of a court of competent jurisdiction.

 

 

Article 4. Agreement Termination and session cancellation

 

The Client acknowledges to notify the Coach and arrange a new session at least 24 hours prior to the scheduled calls/meetings, except in the case of emergencies. Furthermore, if the Client exceeds a 15-minute delay for a session, it will be automatically cancelled with no option for rescheduling. Additionally, if the Client is late, the session will conclude at the originally scheduled time.

 

Mindful Growth may terminate this Agreement forthwith by notice in writing if:

  • There is a regulatory or statutory change or a cease-and-desist request from a content owner preventing or limiting Mindful Growth ’s ability to provide the Services.

  • The Client commits a material or repeated breach of its obligations which if capable of remedy, shall not have been remedied within 14 days of written notice to do so;

  • There is a reasonable prospect that the Client is unable to pay its debts as they fall due or is the subject of a bankruptcy petition or enters into compulsory or voluntary liquidation or compounds with or makes an assignment for the benefit of creditors or has a receiver, manager, administrator or administrative receiver appointed of its assets (or is subject to a similar event or set of circumstances in the country where it principally carries on business) or ceases for any reason to carry on business. In these cases, the claims of Mindful Growth on the Client and the obligations of the Client towards Mindful Growth will be immediately due and payable.

 

 

If the agreement is terminated on the grounds of force majeure, Mindful Growth is entitled to payment for the hours already worked or the investments already made at the time of the termination of the agreement.

 

In addition, the Client may terminate this Agreement immediately upon written notice to Mindful Growth in the event Mindful Growth becomes insolvent, enters into receivership, is the subject of a voluntary or involuntary bankruptcy proceeding, or makes a general assignment for the benefit of creditors.

 

Termination of this Agreement shall be without prejudice to the accrued rights and obligations of the parties.

 

Article 5. Liability

 

Mindful Growth is not liable for indirect and direct damages. Not excluded is the liability of Mindful Growth for damages resulting from intent or gross negligence of Mindful Growth.

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The amount of the compensation shall never exceed the amount paid out by the liability insurance.

 

Direct damage is understood to mean:

  • Reasonable costs that the Client would have to make to make the performance of Mindful Growth to meet the agreement; however, this replacement damage will not be compensated if the agreement is dissolved by or at the suit of the Client;

  • Reasonable costs incurred by the Client in being forced to keep its old system or systems and associated facilities operational for a longer period because Mindful Growth failed to deliver on a final delivery date that was binding for it, less any savings resulting from the delayed delivery;

  • Reasonable costs incurred in determining the cause and extent of the damage insofar as the determination relates to damage within the meaning of these general terms and conditions;

  • Reasonable costs incurred to prevent or limit damage insofar as the Client demonstrates that these costs have led to limitation of damage within the meaning of these general terms and conditions.

 

Mindful Growth is not liable for any damages or losses incurred while using our platform. We strive to provide accurate and reliable information but make no warranties regarding the accuracy, reliability, or completeness of the content on our platform.

 

The Client indemnifies Mindful Growth for any claims by Third Parties, who suer damage in connection with the execution of the agreement.

 

General provisions on liability:

 

The existence of any right to compensation is always conditional upon the Client reporting the damage in writing to Mindful Growth within thirty (30) days after the damage arose. Each claim for compensation against Mindful Growth expires by the mere lapse of twelve (12) months after the claim arose.

 

Mindful Growth is not liable for damage caused by auxiliary persons as referred to in Article 6:76 of the Dutch Civil Code.

 

Mindful Growth is not liable for damage of any kind, because Mindful Growth has relied on incorrect and/or incomplete information provided by the Client.

 

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Article 6. Co-operation and assistance of the Client

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The Client shall provide all necessary information, materials, cooperation and assistance to Mindful Growth, including access to the Client’s premises and team members that Mindful Growth may reasonably request in order to perform the Services in a timely and efficient manner.

 

The Client warrants that all information and materials it supplies to Mindful Growth for the purpose of enabling Mindful Growth o provide the Services is complete and accurate in all material respects.

 

The Client warrants that all information and materials it supplies to Mindful Growth for the purpose of enabling Mindful Growth to provide the Services including (without being limited to) all trademarks, trade names, logos, text and images (whether audio, visual or textual) ("the Client Material") shall not infringe the rights of any third party or contain any defamatory statements.

 

The Client shall indemnify and hold harmless Mindful Growth in respect of any liability to any third party arising from or indirectly out of Mindful Growth 's use of the Client Material in providing the Services or out of Mindful Growth 's compliance with the Client's instructions.

 

Article 7. Force Majeure

 

Neither party shall be liable to the other in respect of anything which, apart from this provision, may constitute a breach of this Agreement arising by reason of force majeure, namely, circumstances outside that party's reasonable control including (but not limited to) fire, flood, storm, sabotage, delays in transportation, computer viruses, strikes or lock-outs, riot, war, rebellion, terrorism, pandemics such as COVID-19, and other public health emergencies or acts of local government or parliamentary authority.

 

Each party shall give notice as soon as practicable to the other upon becoming aware of an event of force majeure which prevents that party from performing its obligations under this Agreement, and of the cessation of the said event. Such party shall in addition use all reasonable endeavours to minimise the effect of the event of force majeure on its performance of its obligations under this Agreement.

 

If a situation as referred to in paragraph 1 of this article occurs as a result of which Mindful Growth cannot fulfil its obligations towards the Client, these obligations will be suspended for as long as Mindful Growth cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted thirty (30) calendar days, both Parties are entitled to dissolve the agreement in whole or in part in Writing. In that case, Mindful Growth will not be obliged to pay compensation for any damage, even if Mindful Growth gains any advantage as a result of the force majeure situation.

 

Article 8. Intellectual property

 

All intellectual property rights relating to and/or resulting from the services provided by Mindful Growth are shared with the Client, except as otherwise agreed upon, after full and complete payment to Mindful Growth for all services.

 

Mindful Growth reserves the right to use the knowledge acquired in the execution of the work for other purposes, provided that no confidential information of the Client’s provided to Third Parties.

 

Mindful Growth has the right to use the name and logo of the Client as a reference or promotion with Client approval of its use.

 

The Client indemnifies Mindful Growth for the claims of Third Parties concerning intellectual property rights.

 

The Client confirms that any intellectual property rights concerns or issues should be raised within 30 days of discovery to Mindful Growth; otherwise, the Client indemnifies Mindful Growth.

 

In the case of joint intellectual property created by both Mindful Growth and the Client, or intellectual property created independently by Mindful Growth but related to the Client's business, the parties shall enter into a separate agreement to determine the ownership, use, and management of such intellectual property.

 

Article 9. Non-Disparagement

 

Both parties agree that during the term of this agreement and after its termination, they shall refrain from making any statements or comments, either directly or indirectly, to any person or entity, that are disparaging or negatively reflect on the other party’s reputation, services, practices, or conduct. This includes, but is not limited to, any remarks that could reasonably be expected to be detrimental to the goodwill, image, or business relations of either party.

 

This obligation to refrain from disparaging remarks applies to all forms of communication, including public and private discussions, social media posts, interviews, and written statements.

 

There shall be exceptions to this clause where a party is legally compelled to make a statement, such as by a court order or legal requirement. In such cases, the party shall provide the other with prompt written notice and shall disclose only the information that is legally required.

 

Article 10. General

 

These general terms and conditions apply to all offers and all (legal) acts of Mindful Growth and to all agreements concluded between Mindful Growth and the Client.

 

If the agreement is concluded electronically, then, contrary to the previous paragraph, and before the agreement is concluded, the text of these general terms and conditions will be made available to the Client electronically in such a way that it can be easily stored by the Client on a durable data carrier. If this is not reasonably possible, then before the agreement is concluded, it will be indicated where the general terms and conditions can be consulted electronically and that, at the request of the Client, they will be sent electronically or otherwise free of charge.

 

Unless expressly agreed otherwise in Writing, the applicability of other general conditions is excluded.

 

Deviations from or additions to these general terms and conditions shall only be valid if expressly agreed upon in writing.

 

If and insofar as no appeal can be made to any provision of these general terms and conditions on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question will, in any case, be accorded a meaning corresponding as closely as possible to its content and purport, so that an appeal can be made to it.

 

Mindful Growth cannot guarantee that the work it carries out will always achieve the result desired by the Client. Mindful Growth shall perform the Services with all due professional skill and care, consistent with industry standards. It is understood that Mindful Growth ’s obligation under this Agreement is an obligation to exert best efforts and constitutes a commitment to perform to the best of Mindful Growth’s ability, applying all due professional skill and care, and does not guarantee a specific result.

 

Mindful Growth is entitled to engage Third Parties for the execution of the Agreement.

 

No Rights Granted. Nothing in this agreement shall be construed as granting any rights under any patent, copyright or other intellectual property rights of the Client, nor shall this Agreement grant the Company any rights in or to Client’s Confidential Information.

 

Mindful Growth is defined in the summary of these general terms and conditions.

 

In these general terms and conditions, the following terms shall have the following meanings:

  • Client: the legal person that we have an agreement with;

  • Parties: the Client and Mindful Growth together;

  • Entire Agreement. This Agreement, together with any documents referred to in it, constitutes the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter provided that this clause shall not operate to exclude either party's liability to the other for fraudulent misrepresentation;

  • Waiver. Failure or neglect by either party to enforce at any time any of the provisions of this Agreement shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way effect the validity of the whole or any part of this Agreement not prejudice that party's rights to take subsequent action;

  • Severability. If any of these general terms and conditions or provisions of the Agreement shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions or provisions which shall continue to be valid to the fullest extent permitted by law;

  • Notices. Any notice, request or other document to be submitted under this Agreement shall be delivered or sent by post, or by e-mail to the party to be served at that party's last known postal or e-mail address appearing in this Agreement or such other address as that party shall notify in accordance with this Condition. The notice will be effective if posted, on the fourth day after posting and if sent by e-mail when the sender receives confirmation of receipt;

  • No partnership or agency. Except as permitted by the Agreement, neither party shall in any way represent itself as being the other or an agent, partner, employee or representative of the other and shall not hold itself out as having any authority to incur any obligation of any nature whether express or implied on that other's behalf;

  • No third-party rights. The Agreement shall not confer any rights on any third parties;

  • Contact Database. It is Mindful Growth ’s policy not to disclose any details from or contained in any of its contact databases to the Client. Requests for such information may be made but Mindful Growth expressly reserves the right – in its absolute discretion – to decide whether or not to disclose any such information (or part of it) to the Client in each case.

 

Article 11. General Data Protection Regulation (“GDPR”)

 

In the event that the activities undertaken by Mindful Growth on behalf of the Client result in Mindful Growth being defined as a Data Processor and the Client being defined as a Data Controller under GDPR, the following conditions will apply:

  • The processor will only act on the written instructions of the controller (unless required by law to act without such instructions). The processor therefore only processes personal data in order to execute the Agreement concluded with the Client and is explicitly not responsible for the other processing of personal data, including the collection of personal data by the Client and/or Third Parties;

  • Data as meant in this article is never the property of the processor. Data provided by the Client for the above-mentioned purpose will remain the property of the Client;

  • The processor will ensure that people processing the data are subject to a duty of confidence;

  • The processor will assist the data controller in providing subject access and allowing data subjects to exercise their rights under the GDPR.

  • The processor will assist the data controller in meeting its GDPR obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;

  • The processor will delete or return all personal data to the controller if requested by the controller at the end of the contract.

 

Article 12. Law

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The parties hereby agree that the Agreement shall be governed by and interpreted in accordance with Dutch Law, and hereby submit to the exclusive jurisdiction of the Dutch Courts.

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