General Terms and Conditions of True Potentials B.V.

1.   True Potentials B.V. is a private limited liability company (besloten vennootschap) incorporated under the laws of Curaçao for the purpose of exercising coaching, training and advisory. True Potentials B.V. is established in Curaçao and registered with the Trade Register of the Chamber of Commerce and Industry of Curaçao under number 156571. 
2.   These General Terms and Conditions apply to all activities performed or to be performed by or on behalf of True Potentials B.V. and to all its relationships with third parties. The applicability of any of the client’s general terms and conditions (or other conditions) is explicitly rejected.  
3.   True Potentials B.V. is the sole contractor in respect of all activities. All instructions will be deemed to have been given to, accepted and carried out by True Potentials B.V. exclusively, even if the intention is for instructions to be carried out by one or more specific person(s) affiliated with True Potentials B.V. The applicability and effect of articles 7:404 and 7:407(2) of the Civil Code of Curaçao is explicitly excluded. 

In these General Terms and Conditions “persons affiliated with True Potentials B.V.” means any (former) employee, contractor, managing director, advisor, partner, subsidiary or (ultimate) shareholder of True Potentials B.V.

4.   These General Terms and Conditions also apply to and may be relied on fully by all persons affiliated with True Potentials B.V. and all third parties engaged by True Potentials B.V. for the execution of any instructions, or that can or could be held liable in relation thereto.  
5.   True Potentials B.V. works with a core team of collaborators who are contracted when needed during an assigned project. These contractors work on behalf of True Potentials B.V. If the activities assigned to True Potentials B.V. involve the engagement of other third parties, True Potentials B.V. will, if and in so far as possible, consult with the client in advance, and due care will be observed by True Potentials B.V. in selecting such third-party contractors. True Potentials B.V. is not liable for the work or shortcomings of any such third party in the performance of its services. True Potentials B.V. has the right to accept any limitations of liability stipulated by any such third party on behalf of the client.
6.   The client fully indemnifies True Potentials B.V. and all persons affiliated with True Potentials B.V. for the consequences of claims by third parties arising from or in connection with the execution of instructions by or on behalf of True Potentials B.V., including but not limited to any costs of legal support, unless such claim is the result of gross negligence or willful intent on the part of True Potentials B.V.
7.   True Potentials B.V. may, whether or not in relation to the instructions given by the client, process and store the client’s personal and other data and provide this information to anyone within the True Potentials B.V. organization for the processing thereof and for relationship management.  
8.   The client agrees that for communication purposes True Potentials B.V. may use digital means of communication and data storage services, whether or not offered by third parties. True Potentials B.V. cannot be held liable for damages or loss arising from or in connection with the use of such services.     
9.   Unless agreed otherwise, the fee payable by the client to True Potentials B.V. will be calculated on the basis of the number of hours worked, multiplied by the applicable hourly rate as determined by True Potentials B.V. in the proposal. In addition to the fee, any disbursements paid by True Potentials B.V. on behalf of the client will be payable by the client.
10.   True Potentials B.V.’s invoices must be paid within ten (10) days after the invoice date. In the event of failure to pay in time, True Potentials B.V. has the right to charge an interest of 10% on the unpaid amount as from the eleventh (11th) day after the date of the invoice. In event of untimely payment, True Potentials B.V. also has the right to suspend its services, until the date its invoice(s) has (have) been paid in full.  In the event True Potentials B.V. will have to take measures for the collection of one or more outstanding invoices, any and all costs (judicial and/or extrajudicial) associated therewith will be for the client’s account.  

11.   The legal relationship between True Potentials B.V. and the client or other third party is governed by and subject to the laws of Curaçao .
12.   Any disputes arising from or in connection with (i) the activities performed by or on behalf of True Potentials B.V. or assigned to it and/or (ii) the legal relationship with the client or other third party, are subject to the exclusive jurisdiction of, and will exclusively be decided by, the competent court in Curaçao, without prejudice to the right to appeal and appeal in cassation.