General Terms and Conditions & Disclaimer

Disclaimer

The information provided on this website is general in nature and, unless stated otherwise, is the property of Center for Organizational Performance B.V., trading under the name HPO Center (hereinafter referred to as: HPO Center).

Center for Organizational Performance B.V.
Hugo van Woerdenstraat 25, 2332 PG Leiden, the Netherlands
Chamber of Commerce: 32128082
VAT number: NL8187.20.864.B.01

Accuracy and completeness

Although the information on this website has been compiled with care or has been derived from sources that HPO Center considers reliable, HPO Center does not warrant its accuracy, completeness, or currency. HPO Center takes the utmost care in verifying the data used on this website but accepts no responsibility for the consequences of the use of inaccurate or incomplete data. All information included on this website, including texts, images, offers, and prices, is subject to express reservation.

This information may be amended by HPO Center at any time without prior notice. HPO Center excludes all liability with respect to the accuracy and completeness of the information on this website. You are yourself responsible for the use of the information and may derive no rights from it.

No advice

The information on this website is intended solely as general information and does not constitute advice tailored to your specific situation. You may not derive any advisory relationship with HPO Center from the information on this website. For tailored advice, please contact us.

Intellectual property

All intellectual property rights relating to this website and its contents vest in HPO Center or in its licensors. These include, among other things, the copyright in the texts, images, videos, figures, questionnaires, publications, and models, and in the specific elaboration and presentation of the HPO Framework and the HPO Factors, as well as the rights in the trade names and trademarks of HPO Center and any database rights in the data collections compiled by HPO Center.

It is not permitted to reproduce, publish, adapt, or exploit the contents of this website in whole or in part without the prior written consent of HPO Center. Quoting limited portions is permitted, provided that a correct source reference is included.

Third-party websites

This website contains references to third-party websites. HPO Center has no control over the content of those websites and accepts no liability for it.

Misuse

It is not permitted to misuse the content or the facilities of this website, including the automated extraction of data, disrupting the operation of the website, and using the website for unlawful purposes.

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Our privacy statement and cookie statement apply to the processing of personal data via this website.

General terms and conditions for services of Center for Organizational Performance B.V. (HPO Center)

Article 1. Definitions

1. In these general terms and conditions, the following terms have the following meanings, unless expressly stated otherwise:

HPO Center: Center for Organizational Performance B.V., trading under the name HPO Center, the user of these general terms and conditions.

Client: the counterparty of HPO Center, acting in the exercise of a profession or business.

Parties: HPO Center and Client jointly.

Agreement: the agreement for the provision of services in the field of research, business consultancy, lectures, workshops, presentations, training, and related activities, all in the broadest sense of the word, as recorded in a document agreed by both Parties and the documents declared applicable therein, such as the quotation. This Agreement may also consist of a letter countersigned by the Parties and sent by the other party, if that letter, either by itself or by clear reference to other documentation, states the scope of the Assignment, the extent of the Services to be performed, and the manner of remuneration, and HPO Center commences the activities stated in the letter without objection.

Assignment: the assignment issued by Client to HPO Center to perform Services.

Services: the provision of services and the giving of advice, and the performance of research, lectures, workshops, presentations, and training as referred to above, without any subordination and outside any employment relationship or contract for work, all in the broadest sense of the word and as stated in the confirmation of assignment.

Participant: any natural person who, on behalf of Client, takes part in research, a lecture, a workshop, a presentation, or a training session of HPO Center.

Research Data: all data that HPO Center collects or generates in the context of an Assignment, including completed questionnaires, scores on the HPO Factors, analyses, and other research results.

Confidential Information: all non-public information that Client provides to HPO Center, or that HPO Center obtains or generates from or about Client in the context of the performance of the Agreement, in any form and on any medium. This includes in any event: Research Data; questionnaires and the answers given to them; individual and aggregated scores; interviews, interview notes, and meeting reports; reports, (draft) advice, and presentations; internal business information; strategy and reorganization plans; financial and organizational information; information about Client’s employees; personal data; and all other non-public information that HPO Center should reasonably understand to be confidential. Information does not qualify as Confidential Information if it is or becomes public without a breach of these terms and conditions, if HPO Center lawfully obtained it from a third party without an obligation of confidentiality, or if HPO Center developed it independently and without using Confidential Information.

Security Incident: any destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to Confidential Information, whether or not this also qualifies as a personal data breach within the meaning of the GDPR.

GDPR: Regulation (EU) 2016/679 (General Data Protection Regulation), together with the national implementing legislation based on it.

In Writing: by letter or by email, as well as any other means of communication that, given the state of technology and generally accepted standards, may be equated with these.

Article 2. General

1. These terms and conditions apply to every offer, quotation, and Agreement between HPO Center and a Client to which HPO Center has declared these terms and conditions applicable, insofar as the Parties have not expressly and In Writing derogated from them. Entering into an Agreement with HPO Center means that Client unconditionally accepts the applicability of these terms and conditions.
2. These terms and conditions apply exclusively to Clients acting in the exercise of a profession or business. HPO Center does not contract with consumers on the basis of these terms and conditions.
3. These terms and conditions also apply to Agreements with HPO Center for the performance of which HPO Center must involve third parties.
4. If one or more provisions of these general terms and conditions are at any time wholly or partly null and void or annulled, the remaining provisions of these general terms and conditions remain fully applicable. HPO Center and Client will then consult in order to agree new provisions to replace the void or annulled provisions, observing as far as possible the purpose and intent of the original provisions.
5. If HPO Center does not always require strict compliance with these terms and conditions, this does not mean that their provisions do not apply, or that HPO Center would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
6. Any deviations from these general terms and conditions are valid only if they have been expressly agreed In Writing, and apply only to the specific Agreement to which the deviations relate.
7. The applicability of any purchasing or other terms and conditions of Client is expressly rejected.
8. If any uncertainty exists regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must take place “in the spirit” of these provisions.
9. If a situation arises between the Parties that is not governed by these general terms and conditions, that situation must be assessed in the spirit of these general terms and conditions.
10. If these general terms and conditions and the Agreement contain conflicting provisions, the provisions of the Agreement prevail.

Article 3. Formation of the agreement

1. The Agreement is formed by these general terms and conditions together with the other arrangements made In Writing.
2. The Parties are free to prove that the Agreement was formed in another manner.
3. Quotations and offers made by HPO Center are without obligation and are valid for one month. If no acceptance period has been set, no right whatsoever may be derived from the quotation or offer if the service to which the quotation or offer relates is no longer available in the meantime.
4. The quotation briefly describes the Assignment and states clearly – insofar as relevant – what the services consist of.
5. The offer to enter into an Agreement for services may be made by HPO Center either orally or In Writing. Only after the Assignment has been accepted by HPO Center and the written confirmation of assignment has been signed and returned by Client is it binding on HPO Center.
6. If the Assignment was issued orally, or if the signed confirmation of assignment has not yet been received, the Assignment is deemed to have been formed under the applicability of these general terms and conditions at the moment HPO Center, at Client’s request, commences performance of the Assignment. If, in this case, Client does not respond to the content of the confirmation of assignment within two business days of the request, that confirmation is deemed accurate and complete and Client and HPO Center are bound by its content.
7. Client making information or materials available to HPO Center for the performance of the Services is equated with making the request referred to in paragraph 6 above.
8. All quotations and offers are furthermore based on the data provided by Client. If those data prove to be inaccurate or incomplete, Client may derive no rights against HPO Center from an (accepted) quotation or offer.
9. HPO Center cannot be held to its quotations or offers if Client can reasonably understand that the quotations or offers, or any part of them, contain an obvious mistake or clerical error.
10. The prices stated in a quotation or offer are exclusive of VAT and other government levies, and exclusive of any costs to be incurred in the context of the Agreement, including travel and accommodation costs and shipping and administrative costs, unless stated otherwise.
11. If the acceptance deviates (whether or not on minor points) from the offer contained in the quotation, HPO Center is not bound by it. The Agreement is then not formed in accordance with that deviating acceptance, unless HPO Center states otherwise.
12. A composite price quotation does not oblige HPO Center to perform part of the Assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future Assignments.
13. The documents, descriptions, designs, and calculations forming part of the offer that have been produced by HPO Center or on its instructions remain the property of HPO Center. They may not be handed over or shown to third parties without the consent of HPO Center. Nor may they be copied or otherwise reproduced without the consent of HPO Center. If no Assignment is granted, these documents must be returned to HPO Center within fourteen days of a request to that effect by HPO Center or, in the case of digital files, deleted.
14. If Client does not accept the offer, HPO Center is entitled to charge the costs involved in preparing the quotation, provided that it has pointed out In Writing to Client, at or immediately after the request for the offer, that this obligation exists and what those costs amount to.
15. No costs are attached to an exploratory meeting. If the first meeting goes beyond a presentation by Client and an introduction to the work requested – for example because the presentation turns into a working session and possible solutions are addressed directly – those costs will be charged. If Client wishes to receive a report of the meeting, including any proposals for a follow-up meeting, the usual hourly rate applies.

Article 4. Performance and quality of the agreement

1. HPO Center is obliged to perform (or have performed) the Services assigned to it as a proper and careful contractor. All services of HPO Center are performed on the basis of a best-efforts obligation.
2. HPO Center determines, in consultation with Client, the manner in which and the location at which the Services are performed. Services may be performed at the offices of HPO Center, at Client’s premises, or wholly or partly online or hybrid. If Services are performed at Client’s offices or premises, Client guarantees to HPO Center that HPO Center’s staff can work safely and in accordance with applicable health, safety, and environmental regulations and the codes of conduct used by HPO Center during their stay with Client, and Client indemnifies HPO Center in and out of court against all damage and costs connected with or arising from a breach of this guarantee.
3. If Services are performed wholly or partly online or hybrid, Client is responsible for a sound internet connection and suitable equipment on its side and on the side of the Participants. HPO Center is not liable for malfunctions, outages, or reduced quality of the facilities used by Client or Participants.
4. Making audio or video recordings of lectures, workshops, presentations, training sessions, and other sessions of HPO Center is permitted only with the prior written consent of HPO Center. Recordings made by HPO Center are used solely for the purpose agreed with Client.
5. During the performance of the Assignment, Client and HPO Center will communicate with each other by email at the request of either of them. Both HPO Center and Client acknowledge that the use of email involves risks such as – but not limited to – distortion, delay, interception, hacking, and viruses.
6. Client and HPO Center hereby establish that they will not be liable to each other for damage that may arise for either or both of them as a result of the use of email.
7. In the event of doubt as to the accuracy of an email received by Client or HPO Center, the content of the email as sent by the sender is decisive.
8. HPO Center may at all times impose (further) requirements on communication between the Parties or on the performance of legal acts by email.
9. If and insofar as proper performance of the Agreement so requires, HPO Center has the right to have certain Services performed by auxiliary persons and third parties. The applicability of Sections 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is expressly excluded. When engaging third parties, HPO Center will exercise due care.
10. Except insofar as mandatory law provides otherwise, HPO Center is not liable for damage resulting from shortcomings of third parties engaged by it. Insofar as HPO Center is liable under mandatory law for a shortcoming of a third party engaged by it – including the liability that may continue to rest on HPO Center towards Client under Article 28(4) GDPR for the performance of the obligations of a subprocessor engaged by it – that liability applies solely within the limits of Article 15.
11. HPO Center assumes, and stipulates here where necessary, that every Assignment to HPO Center includes the authority to accept any limitations of liability of third parties on behalf of Client as well. This authority does not apply in respect of subprocessors insofar as mandatory law provides otherwise.
12. Client ensures that all data that HPO Center indicates to be necessary, or that Client should reasonably understand to be necessary for the performance of the Agreement, are provided to HPO Center in good time.
13. If the data required for the performance of the Agreement have not been provided to HPO Center in good time, HPO Center has the right to suspend performance of the Agreement and/or to charge Client the additional costs arising from the delay at the rates then customary.
14. Client is obliged to give all cooperation required for the correct and timely performance of the Agreement. This also applies to the availability of Client’s employees who will be involved in any way in the Services of HPO Center.
15. The performance period does not commence until Client has made the data available to HPO Center. HPO Center is not liable for damage of any kind arising because HPO Center relied on inaccurate and/or incomplete data provided by Client.
16. HPO Center may provide its advice either orally or In Writing.
17. If Client fails to properly perform what it is obliged to do towards HPO Center, Client is liable for all damage arising directly or indirectly on the side of HPO Center as a result.
18. In performing its Services, HPO Center will comply with the rules and/or regulations that generally apply to practitioners such as HPO Center at the time the Agreement is entered into, at least insofar as no express or tacit derogation has been made from them.

Article 5. Changes to the assignment

1. Changes of any kind to the original Assignment, made In Writing or orally by or on behalf of Client, that cause higher costs than could be anticipated at the time of the price quotation, will be charged to Client separately and are regarded as a supplementary Assignment. A quotation for this supplementary Assignment will be issued separately on request.
2. Changes to the performance of the Assignment requested by Client after the Assignment has been issued must be brought to the attention of HPO Center by Client in good time and In Writing. If they are given orally or by telephone, the risk of implementing the changes is for the account of Client.
3. Changes made to an Assignment already issued may result in the originally agreed period being exceeded by HPO Center; in that case, Article 15(4) applies accordingly.

Article 6. Fee

1. Client is obliged to pay HPO Center the agreed fee. The fee and any cost estimates are in euros and exclusive of VAT and any other government levies.
2. If HPO Center considers it desirable, HPO Center is entitled to request from Client a reasonable advance on the fee for the Services still to be performed. HPO Center is entitled to suspend the commencement of its Services until the advance has been paid or sufficient security has been provided for it.
3. The fee of HPO Center is determined on the basis of an hourly rate or in the form of a fixed amount, either for a specific Assignment or per financial year or calendar year. The fee is in no way dependent on the outcome of the Assignment. Turnover tax is for the account of Client.
4. Client will pay third-party costs incurred by HPO Center in the context of the Assignment directly to the third party concerned. If payment to third parties is made through HPO Center, HPO Center is entitled to require an advance on the costs. HPO Center is also entitled to charge a surcharge for administrative costs. HPO Center will pass on to Client any discounts on third-party supplies.
5. If Client so requests, HPO Center will, before commencing its Services, provide an estimate of the costs in connection with the Services to be performed by HPO Center and/or third parties.
6. If Client and HPO Center have not agreed a fixed amount for a specific Assignment or per calendar year or financial year, the fee is determined on the basis of the hourly rate and the total time spent by HPO Center. HPO Center undertakes to keep a record of hours and costs and to make it available for inspection at Client’s request. This obligation applies only if the work is not carried out on the basis of an agreed fixed fee.
7. HPO Center is at all times entitled to increase the fee, without Client being entitled to rescind the Agreement on that ground, if the price increase results from a power or obligation under legislation or regulations, or is caused by an increase in, for example, wages, or by other grounds that were not reasonably foreseeable when the Agreement was entered into.
8. HPO Center may also increase the fee if, during the performance of the Services, it becomes apparent that the originally agreed or expected volume of work was underestimated to such an extent at the time the Agreement was concluded, and this is not attributable to HPO Center, that HPO Center cannot reasonably be expected to perform the agreed Services for the originally agreed fee. If the increase under this paragraph and the preceding paragraph exceeds 10%, Client has the right to terminate the Agreement with immediate effect. If an increase takes place during the first three months after the Agreement was concluded, Client may terminate the Agreement regardless of the percentage of the increase.
9. The fee of HPO Center, increased where necessary by invoices for expenses or for third parties engaged, is charged to Client including the turnover tax due, either monthly or upon completion of the Services. Client is obliged to reimburse the reasonable expenses incurred by HPO Center in performing the Assignment, such as necessary travel and accommodation costs and administrative, copying, and printing costs. These costs are charged separately in addition to the fee.
10. Client may be invoiced for each partial delivery, which includes the delivery of parts of a composite Assignment. Article 10(1) of these terms and conditions applies accordingly.

Article 7. Cancellation and rescheduling

1. If Client cancels the Assignment in whole or in part, Client is obliged to reimburse HPO Center for all costs reasonably incurred with a view to performing this Assignment (costs of preparation, meetings, and the like) and, if HPO Center so wishes, to take over the materials intended for the performance of this Assignment at the prices included by HPO Center in its calculation; all of this without prejudice to HPO Center’s right to compensation for loss of profit and for the other costs, damage, and interest arising from the cancellation.
2. The following scale applies in the event of cancellation:
   • In the event of cancellation at least three months before the start of the Assignment, a minimum of 15% of the quoted amount will be charged.
   • In the event of cancellation at least two months before the start of the Assignment, a minimum of 40% of the quoted amount will be charged.
   • In the event of cancellation at least one month before the start of the Assignment, a minimum of 75% of the quoted amount will be charged.
   • In the event of cancellation less than one month before the start of the Assignment, 100% of the quoted amount will be charged.
3. Client may reschedule an agreed date for research, a lecture, a workshop, a presentation, or a training session In Writing. The following scale applies in the event of rescheduling:
   • Rescheduling up to one month before the start date is free of charge, provided that a new date is agreed within that period which falls within six months of the original date.
   • In the event of rescheduling between four and two weeks before the start date, 50% of the quoted amount will be charged.
   • In the event of rescheduling less than two weeks before the start date, 100% of the quoted amount will be charged.
4. A second rescheduling of the same Assignment, as well as the failure to agree a new date within the period referred to in paragraph 3, is regarded as a cancellation and settled in accordance with paragraph 2.
5. Cancellation and rescheduling must take place In Writing. The date on which the notice is received by HPO Center is decisive for the applicable percentage.
6. The provisions of this article are without prejudice to the provisions of Article 8.

Article 8. Suspension and termination

1. The Agreement for services is entered into for a definite period, unless it follows from the nature or purport of the Assignment that it has been entered into for an indefinite period.
2. Client and HPO Center are, without prejudice to Article 7, at all times entitled to terminate the Agreement for services entered into for an indefinite period by giving notice. Judicial intervention is not required for this. Such notice must be given by registered letter and observing a notice period of three months. If the Agreement for services has lasted less than six months, the notice period is one month.
3. The Agreement for services entered into for a definite period cannot be terminated prematurely, unless there are urgent circumstances as a result of which Client or HPO Center can no longer reasonably be required to continue the Agreement for services. This must be communicated to the other party In Writing and with reasons. All of this is without prejudice to Client’s obligation to pay the full agreed fee.
4. Client and HPO Center are at all times entitled to terminate the Agreement for services with immediate effect if the other party:
   • is declared bankrupt, or an application to that effect has been filed;
   • has been granted a suspension of payments, or an application to that effect has been filed;
   • offers a composition as referred to in the Dutch Act on the Confirmation of Extrajudicial Restructuring Plans;
   • ceases its business operations.
5. HPO Center is entitled to suspend the performance of its obligations or to rescind the Agreement if:
   • Client does not perform, does not fully perform, or does not perform in good time its obligations under the Agreement;
   • circumstances that have come to the knowledge of HPO Center after the Agreement was concluded give good grounds to fear that Client will not perform its obligations;
   • Client was requested when the Agreement was concluded to provide security for the performance of its obligations under the Agreement and this security is not provided or is insufficient;
   • as a result of the delay on Client’s side, HPO Center can no longer be required to perform the Agreement on the originally agreed terms.
6. HPO Center is also entitled to suspend the release of documents or other items to Client or third parties until the moment all due and payable claims against Client have been paid in full.
7. If progress in the performance or delivery of the work is delayed by Client’s default or by force majeure on Client’s side, HPO Center may charge the full agreed amount, without prejudice to its right to claim further costs, damage, and interest.
8. If the Agreement is rescinded, HPO Center’s claims against Client become immediately due and payable. If HPO Center suspends the performance of its obligations, it retains its rights under the law and the Agreement.
9. An acquisition, merger, hiving off, or privatization of a party is not a ground for premature termination of the Agreement.

Article 9. Acceptance

1. Unless agreed otherwise, Client is obliged to accept the results of the performed Assignment immediately upon their completion.

Article 10. Payment

1. Payment must always be made within thirty days of the invoice date, in a manner to be specified by HPO Center. A different payment period applies only if it has been recorded In Writing in the confirmation of assignment.
2. If Client fails to make timely and/or full payment of an invoice, Client is in default by operation of law, without a notice of default being required. Client then owes interest of 1% per month or part of a month, unless the statutory commercial interest referred to in Section 6:119a of the Dutch Civil Code is higher, in which case that interest is due. Interest on the amount due is calculated from the moment Client is in default until the moment the full amount due is paid.
3. Client is never entitled to set off or suspend the amounts owed by Client to HPO Center. Objections to the amount of an invoice do not suspend the payment obligation.
4. If Client is in default or fails to perform its obligations (in good time), all reasonable extrajudicial costs of obtaining payment are for the account of Client. These extrajudicial collection costs amount to 15% of the outstanding principal sum, with a minimum of EUR 250, without prejudice to HPO Center’s right to claim compensation for the costs actually incurred if these are higher and were reasonably necessary. Any judicial and enforcement costs incurred will also be recovered from Client. Client also owes interest on the collection costs due.
5. HPO Center has the right to apply payments made by Client first to the costs, then to the interest that has fallen due, and finally to the principal sum and current interest. HPO Center may, without thereby being in default, refuse an offer of payment if Client designates a different order of allocation of the payment. HPO Center may refuse full repayment of the principal sum if the interest that has fallen due, the current interest, and the collection costs are not paid at the same time.

Article 11. Property and data of the client

1. With regard to the safekeeping and use, processing, and handling of items and data entrusted to HPO Center by or on behalf of Client, HPO Center will exercise the same care as it exercises in respect of its own items and data.
2. Client is itself responsible for maintaining proper backup copies of the data provided to HPO Center.
3. Without prejudice to the provisions of Articles 15, 17, and 18, Client bears the risk in respect of the said items and data, except insofar as damage to them results from an attributable shortcoming of HPO Center. If Client wishes to have the risk remaining with it covered, it must arrange insurance at its own expense.

Article 12. Right of suspension and property of HPO Center

1. All items delivered by HPO Center in the context of the Agreement remain the property of HPO Center until Client has paid HPO Center in full all amounts owed by it under the Agreement.
2. Client obtains the right of use described in Article 20 in respect of the reports, advice, models, analyses, and research results delivered by HPO Center only after all amounts owed for them have been paid in full. Until that moment, HPO Center is entitled to suspend their release and use.
3. If Client fails to perform its payment obligations and/or other obligations, HPO Center is entitled to retain the items delivered under retention of title, as well as the data obtained and the services still to be delivered.
4. Client will not pledge the delivered items or allow any attachment to be levied on them. If an attachment is levied, Client must inform HPO Center immediately. In the event of an attachment, a suspension of payments granted in respect of Client, or a declaration of bankruptcy of Client, Client must immediately draw the attention of the attaching bailiff, the administrator, or the trustee to HPO Center’s right of ownership.
5. If HPO Center has reasonable doubts regarding Client’s ability to pay, HPO Center is entitled to postpone the delivery of items, services, and research results under the Agreement until Client has provided security for payment. Client is liable for the damage suffered by HPO Center as a result of this delayed delivery.
6. HPO Center also has the right of retention described above in the event that Client is declared bankrupt or placed under guardianship.
7. Draft designs, presentation models, raw research data, data files, recordings, visual material, and other original files remain the property of HPO Center at all times.
8. In the event of damage to or loss of the items referred to in the preceding paragraph that have been made available to Client, the damage will be charged, without prejudice to the right to claim further costs and interest.

Article 13. Cooperation by the client and telecommunications

1. Client will always provide HPO Center in good time with all data and information useful and necessary for the proper performance of the Agreement and will give all cooperation, including granting access to its buildings. If Client deploys its own personnel in the context of cooperating in the performance of the Agreement, that personnel will have the necessary knowledge, experience, capacity, and quality.
2. Client bears the risk of the selection, use, and application within its organization of the equipment, software, websites, data files, and other products and materials, and of the services to be provided by HPO Center, and is also responsible for the control and security procedures and for adequate system management.
3. If Client makes software, websites, materials, data files, or data on an information carrier available to HPO Center, these will meet the specifications prescribed by HPO Center.
4. If Client does not make the data, equipment, software, or personnel necessary for the performance of the Agreement available to HPO Center, or does not do so in good time or in accordance with the arrangements, or if Client otherwise fails to perform its obligations, HPO Center has the right to suspend performance of the Agreement in whole or in part and has the right to charge the resulting costs at its usual rates, all without prejudice to HPO Center’s right to exercise any other statutory right.
5. If staff of HPO Center perform Services at Client’s premises, Client – without prejudice to Article 4(2) – provides free of charge the facilities reasonably desired by that staff, such as a workspace with computer and telecommunications facilities. The workspace and facilities will meet all applicable (statutory) requirements and regulations concerning working conditions.
6. Client indemnifies HPO Center against claims of third parties, including staff of HPO Center, who suffer damage in connection with the performance of the Agreement as a result of acts or omissions of Client or of unsafe situations within its organization.
7. Client will inform the staff of HPO Center to be deployed, in good time, of the house rules and security rules applicable within its organization.
8. If telecommunications facilities, including the internet, are used in the performance of the Agreement, Client is responsible for the correct choice and the timely and adequate availability of those facilities, except for those facilities that are under the direct use and management of HPO Center. HPO Center is never liable for damage or costs due to transmission errors, malfunctions, or unavailability of these facilities, unless Client proves that this damage or these costs result from intent or willful recklessness on the part of HPO Center or its managers.
9. If telecommunications facilities are used in the performance of the Agreement, HPO Center is entitled to assign access or identification codes to Client. HPO Center may change assigned access or identification codes. Client treats the access codes confidentially and with care and discloses them only to authorized members of staff.
10. HPO Center is not liable for damage or costs resulting from misuse of access or identification codes assigned to Client, unless that misuse results from an attributable shortcoming of HPO Center. HPO Center is liable for damage resulting from unauthorized access by third parties to the systems of HPO Center only if and insofar as that access is attributable to a shortcoming in the measures to be taken by HPO Center under Article 17(6), and always within the limits of Article 15.

Article 14. Complaints about services

1. Complaints about the Services performed must be reported by Client to HPO Center In Writing within thirty days of discovery, but no later than sixty days after completion of the Services concerned. The notice of default must contain as detailed a description as possible of the shortcoming, so that HPO Center is able to respond adequately.
2. If Client reports a complaint, this does not suspend its payment obligation.
3. If a complaint is well founded, HPO Center will still perform the Services as agreed, unless this has demonstrably become pointless for Client in the meantime. Client must state the latter In Writing.
4. If performing the agreed Services is no longer possible or meaningful, HPO Center will be liable only within the limits of Article 15.

Article 15. Liability

1. HPO Center will perform its Services to the best of its ability and will exercise the care that may be expected of a reasonably competent and reasonably acting contractor. All Services are performed on the basis of a best-efforts obligation.
2. The results of the application and use of the research carried out and the advice given by HPO Center depend on many factors beyond HPO Center’s control. Although the Assignment is performed by HPO Center to the best of its insight and ability and in accordance with the requirements of good workmanship, HPO Center therefore cannot give any guarantees regarding the results of the research it carries out and the advice it gives.
3. If an error is made because Client has provided HPO Center with inaccurate or incomplete information, HPO Center is not liable for the resulting damage.
4. Insofar as Client and HPO Center have agreed periods in the Agreement or during the performance of the Assignment within which the Services are to be performed, those periods are always indicative. Exceeding them will never constitute a failure in the performance of HPO Center’s obligations and therefore does not entitle Client to claim damages and/or rescission of the Agreement. If a period is exceeded, Client must therefore give HPO Center notice of default In Writing, allowing HPO Center a reasonable period to perform the Agreement after all.
5. HPO Center is liable to Client solely for direct damage that is the direct result of an attributable failure by HPO Center in the performance of the Agreement, and only insofar as that damage could have been avoided with normal professional knowledge and experience and observing normal care and professional practice.
6. HPO Center is never liable for indirect damage or consequential damage. This includes in any event: loss of profit, lost savings, reduced goodwill, reputational damage, business interruption, loss of relationships, loss of data, damage as a result of delay or of a period being exceeded, and damage due to Client’s intended results not being achieved.
7. The liability of HPO Center is limited to the amount paid out in the case concerned under the (professional) liability insurance taken out by or on behalf of HPO Center, increased by the amount of the deductible applicable under that insurance.
8. If for any reason the insurer does not pay out, or if the damage is not covered, the liability of HPO Center is limited to one time the fee that HPO Center has charged and received for the Assignment concerned, with a maximum of EUR 50,000 per event. For Assignments with a duration of more than six months, liability is further limited to no more than the fee invoiced and paid over the six months preceding the event causing the damage.
9. A series of connected events counts as one event. The total liability of HPO Center per calendar year never exceeds twice the maximum referred to in paragraph 8.
10. The exclusions and limitations of liability set out in this article apply, to the extent permitted by law, regardless of the basis of the claim, and also in respect of damage connected with: breach of the confidentiality obligation set out in Article 17; loss, damage, or unavailability of information or data; unauthorized access to or unauthorized disclosure of Confidential Information; Security Incidents; cyber incidents, including hacking and ransomware; and personal data breaches.
11. The provisions of this article are not intended to, and cannot, limit the rights of data subjects or the powers of supervisory authorities insofar as these cannot be limited by contract under mandatory law. Nor does this article limit the liability of HPO Center insofar as limitation thereof is not permitted under mandatory law. For the rest, the exclusions and limitations set out in this article remain in full force.
12. The limitations of liability set out in this article do not apply if and insofar as the damage results from intent or willful recklessness on the part of HPO Center or its managers.
13. HPO Center is not liable for persons engaged by HPO Center at Client’s direction. HPO Center may set off the obligation to compensate damage against unpaid invoices and the resulting interest and costs.
14. Client indemnifies HPO Center against all claims that third parties assert and exercise against HPO Center for compensation of damage suffered, costs incurred, loss of profit, and other expenditure connected in any way with and/or arising from HPO Center’s performance of the Assignment.
15. Client is obliged – without prejudice to Article 14 – to notify HPO Center In Writing within two months after Client has identified, or could reasonably have identified, an error in the performance of the Assignment and any resulting risk of damage. If the notification is not made or is made too late, HPO Center is in no way obliged towards Client to undo the damage suffered.
16. Contrary to the statutory limitation periods, all legal claims and defenses of Client against HPO Center and against the third parties involved by HPO Center in the performance of an Agreement lapse in any event one year after Client became aware, or could reasonably have become aware, of the existence of these rights or powers.

Article 16. Force majeure

1. HPO Center is not obliged to perform any obligation towards Client if it is prevented from doing so as a result of a circumstance that is not due to its fault and that is not for its account under the law, a legal act, or generally accepted standards.
2. In these general terms and conditions, force majeure means, in addition to what is understood by it in law and case law, all external causes, foreseen or unforeseen, over which HPO Center can exercise no influence but as a result of which HPO Center is unable to perform its obligations. These include: strikes within the business of HPO Center; illness or permanent incapacity for work of the person designated for the performance of the Assignment; epidemics, pandemics, and related government measures; malfunctions in networks, telecommunications, energy supply, or infrastructure; and the failure or shortcoming of suppliers and third parties engaged by HPO Center. Cyberattacks, hacking, and ransomware qualify as force majeure insofar as they occur despite the appropriate technical and organizational measures taken by HPO Center in accordance with Article 17(6) and their consequences cannot be attributed to HPO Center. Force majeure releases HPO Center – without prejudice to the provisions of Article 15(4) – from complying with the agreed delivery period or from its delivery obligation, without Client being able to assert any right to compensation of costs, damage, or interest on that basis.
3. HPO Center also has the right to invoke force majeure if the circumstance preventing (further) performance of the Agreement arises after HPO Center should have performed its obligation.
4. HPO Center may suspend the obligations under the Agreement for the period during which the force majeure continues. If this period lasts longer than two months, either Party is entitled to rescind the Agreement, without any obligation to compensate the other Party for damage.
5. Insofar as HPO Center has in the meantime partly performed, or will be able to perform, its obligations under the Agreement at the time force majeure occurs, and the part performed or to be performed has independent value, HPO Center is entitled to invoice the part already performed or to be performed separately. Client is obliged to pay this invoice as if it concerned a separate Agreement.

Article 17. Confidentiality and security

1. Unless a statutory provision, regulation, or other rule obliges it to do so, HPO Center is obliged to maintain confidentiality towards third parties in respect of Confidential Information. Client may grant an exemption in this respect.
2. HPO Center will impose a confidentiality obligation as referred to above on its staff and on all third parties engaged in the performance of the services.
3. Except with the written consent of Client, HPO Center is not entitled to use Confidential Information for a purpose other than that for which it was obtained. An exception is made in the event that HPO Center acts on its own behalf in disciplinary, civil, or criminal proceedings in which this information may be relevant, and for the use of anonymized data as referred to in Article 19.
4. Unless a statutory provision, regulation, or other rule obliges Client to make disclosure, or unless HPO Center has given prior consent, Client will not provide the content of reports, advice, or other statements of HPO Center, whether or not in writing, to third parties. Client will also ensure that third parties cannot take note of the content referred to above.
5. Client will make no statement to third parties about the approach and working method of HPO Center without the consent of HPO Center.
6. HPO Center takes appropriate technical and organizational measures to protect Confidential Information against loss and against unauthorized access, unauthorized alteration, and unauthorized disclosure, and to safeguard its confidentiality, integrity, and availability. In determining these measures, account is taken of the state of the art, the costs of implementation, and the nature, scope, context, and risks of the processing. HPO Center does not guarantee that these measures will prevent a Security Incident in all circumstances.
7. HPO Center will inform Client without undue delay after becoming aware of a Security Incident affecting Confidential Information of Client. This obligation also applies if the Security Incident does not qualify as a personal data breach within the meaning of the GDPR. The notification contains the information reasonably available at that time and will be supplemented as soon as further information becomes available. A notification does not constitute an acknowledgment of liability.
8. Client will treat the reports, advice, models, and other information provided by HPO Center with the same care and will take appropriate measures to that end.
9. The obligations set out in this article remain in force after the end of the Agreement.

Article 18. Processing of personal data

1. In performing the Agreement, the Parties will comply with the applicable legislation and regulations in the field of the protection of personal data, including the GDPR.
2. The role of HPO Center is determined for each processing operation on the basis of the actual circumstances of that processing operation:
   • insofar as HPO Center processes personal data solely for Client and in accordance with Client’s instructions, Client is the controller and HPO Center acts as processor;
   • insofar as HPO Center itself determines the purposes and essential means of a processing operation, HPO Center is an independent controller for that processing operation.
3. For the processing operations in which HPO Center acts as processor, the Parties will record their arrangements in a data processing agreement, which forms part of the Agreement. In the event of a conflict between the data processing agreement and these general terms and conditions, the data processing agreement prevails insofar as those processing operations are concerned.
4. Client warrants that a valid legal basis exists for providing personal data to HPO Center, that the data subjects have been properly informed, and that the provision is otherwise in accordance with applicable legislation and regulations. Client indemnifies HPO Center against claims by data subjects, supervisory authorities, and other third parties arising from a failure to comply with this obligation, without prejudice to Article 15(11).
5. Client hereby grants HPO Center general written authorization as referred to in Article 28(2) GDPR for engaging subprocessors. On that basis, HPO Center is entitled to engage, among others, the research agency MWM2.
6. HPO Center maintains an up-to-date list of the subprocessors engaged and makes it available to Client on request. HPO Center will inform Client before adding or replacing a subprocessor. Client may object to this In Writing and with reasons, on reasonable grounds relating to data protection, within fourteen days of that notification. The Parties will then consult in order to reach a solution. If no solution is reached within a reasonable period, either Party is entitled to terminate the Assignment for the part to which the objection relates, without this giving rise to any obligation on the part of HPO Center to compensate damage, and without prejudice to Client’s obligation to pay for the Services performed up to that moment.
7. HPO Center imposes on subprocessors privacy and security obligations that are at least equivalent to those resting on HPO Center itself.
8. Article 17(6) applies accordingly to the security of personal data. Notification of a personal data breach takes place in accordance with Article 17(7) and the data processing agreement. HPO Center will give Client reasonable assistance in complying with its statutory obligations under the GDPR, including the handling of requests from data subjects.
9. The privacy statement of HPO Center applies to the processing operations for which HPO Center is an independent controller. It is available at www.hpocenter.com.

Article 19. Research data, benchmark, and publication

1. HPO Center processes Research Data that is traceable to Client or to an individual Participant solely for the purpose of performing the Assignment, in accordance with Articles 17 and 18 and with the data processing agreement.
2. HPO Center retains this traceable Research Data no longer than is necessary for the purposes for which it was collected, and in any event no longer than five years after completion of the Assignment, unless a longer retention period is required by law or the Parties agree otherwise In Writing. After that period, this data is anonymized or destroyed. Insofar as the data processing agreement contains a different retention period or a different arrangement for return and deletion, that arrangement prevails.
3. Client hereby instructs and authorizes HPO Center to anonymize Research Data in such a way that it is no longer reasonably traceable to Client or to an individual Participant. This anonymization qualifies as a processing operation carried out by HPO Center in the context of the Assignment and within the processor relationship, insofar as the data processing agreement so provides.
4. After anonymization, the data no longer constitutes personal data and no longer qualifies as Confidential Information. HPO Center is entitled to retain and use this anonymized data for an indefinite period for:
   • scientific research;
   • validation of the HPO Framework and the HPO Factors;
   • further development of the HPO Framework and the HPO Factors;
   • compiling, maintaining, and exploiting benchmarks;
   • developing analyses and models.
5. All intellectual property rights, any database rights, and all trade secret rights relating to the benchmarks, data files, analyses, models, and other compilations produced by HPO Center vest exclusively in HPO Center. Client obtains no right whatsoever in them, other than a right of use expressly granted in the Agreement. Client will not extract, re-use, publish, or reproduce these compilations other than within the limits of a right of use expressly granted.
6. HPO Center reports research results only at a level of aggregation such that individual Participants are not reasonably traceable from them.
7. HPO Center has the right to publish in scientific and professional literature about the activities performed for Client and to give lectures about them. In doing so, HPO Center safeguards the privacy of Client and its employees by publishing case material only in anonymized form, unless Client has given written consent for attribution by name.
8. The provisions of this article remain in force after the end of the Agreement.

Article 20. Intellectual property rights

1. All intellectual property rights relating to the scientific research carried out by HPO Center concerning the HPO Factors, and to all other texts, reports, plans, models, questionnaires, methodologies, trade names, and trademarks produced by HPO Center, vest exclusively in HPO Center.
2. HPO Center further reserves all rights with respect to products of the mind that it uses or has used and/or has developed in the context of performing Client’s Assignment, insofar as these rights arise from the law.
3. Client is expressly prohibited from reproducing, publishing, and/or exploiting, whether directly or indirectly, those products – including working methods, advice, models, questionnaires, and other products of the mind of HPO Center, all in the broadest sense of the word – unless these are expressly intended (as recorded In Writing) for reproduction, publication, and/or exploitation.
4. Publication may therefore take place only after the written consent of HPO Center has been obtained.
5. Client has the right to reproduce the documents delivered by HPO Center for use within its own organization, insofar as this fits within the purpose of the Assignment. This right of use is non-exclusive and non-transferable and arises only after Client has fully complied with its payment obligations. In the event of premature termination of the Assignment, the foregoing applies accordingly.
6. Client is not permitted to make available to third parties any aids relating to those products, other than for the purpose of obtaining an expert opinion on the Services of HPO Center.
7. Client and Participants are not permitted to share or make available to third parties any course material, presentations, or recordings provided by HPO Center.

Article 21. Recruiting or employing personnel

1. During the performance of the Agreement and for one year after the end of the Agreement, Client may not employ, or otherwise have work performed for it by, any member of staff of HPO Center or any other person engaged by HPO Center who was involved in the performance of the Agreement concerned, other than on the basis of an agreement between the Parties or with the prior written consent of HPO Center.
2. In the event of a breach of the preceding paragraph, Client owes HPO Center an immediately payable penalty of six times the gross monthly salary of the person concerned as it last applied at HPO Center – or, if the person concerned was not employed by HPO Center, six times the average monthly fee that HPO Center paid to that person – increased by an amount of EUR 5,000 (in words: five thousand euros) for each week that the breach continues, whereby part of a week is rounded up to a full week. This increase is capped at six times the gross monthly salary or the monthly fee referred to.
3. The foregoing applies without prejudice to HPO Center’s right to claim full compensation for damage if this exceeds the aforementioned penalty.

Article 22. Use as a reference

1. HPO Center is entitled to mention the name and logo of Client as a reference on its website, in presentations, and in quotations, accompanied by a factual description of the nature of the Assignment. In doing so, HPO Center will not disclose any Confidential Information or research results.
2. The provisions of paragraph 1 do not apply if Client has designated the existence of the relationship or of the Assignment as confidential, or if the Parties have agreed otherwise In Writing.
3. Client may at all times object In Writing to a mention as referred to in paragraph 1, after which HPO Center will remove the mention within a reasonable period.

Article 23. Governing law and disputes

1. All Agreements between Client and HPO Center are governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
2. The Parties will make every effort to resolve a dispute by mutual consultation before submitting it to the courts.
3. All disputes connected with or arising from the interpretation and/or performance of the Agreement will, with the exception of disputes falling within the exclusive jurisdiction of the subdistrict court, be settled at first instance by the District Court of The Hague, the Netherlands, without prejudice to HPO Center’s right to submit a dispute to the court having jurisdiction by law.

Article 24. Availability and amendment of the terms and conditions

1. HPO Center provides these terms and conditions to Client before or at the time the Agreement is concluded. These terms and conditions are also sent free of charge on request and can be consulted and downloaded at www.hpocenter.com.
2. The version applicable is always the version in force at the time the legal relationship with HPO Center came into being.
3. HPO Center is entitled to amend these terms and conditions. Amendments apply to new Agreements and, in the case of Agreements for an indefinite period, one month after the amendment has been communicated to Client In Writing.
4. The Dutch text of these general terms and conditions is always decisive for their interpretation. This English text is a translation provided for convenience only.

Version September 2026