These general conditions apply to all parts of aHa!Ventures B.V. in The Hague.

Within this B.V., business is conducted under the following registered trade names:

• aHa!Group
• aHa!Coaching
• aHa!Projects
• aHa!Web

Article 1. Applicability

1. These general conditions apply to all offers and to all agreements that are made by us between aHaVentures B.V. and the customer, of any nature whatsoever, as well as to the resulting commitments. Variations can only be agreed with aHa!Ventures in writing.
In particular, these conditions also apply to the agreements that we make to deliver items to our customers.

2. Whenever in these general conditions the term “customer” (or customer) is used, it should be understood as any natural or legal person that has a contractual relation with us by reason of a purchase agreement that was concluded with us, or concludes another form of agreement or wishes to conclude, as well as his legal successors. In particular, the term “Customer” is also understood as the person to whom we offer something or to whom we deliver things or with whom we conduct business.

3. That stated in these general conditions can solely and only be deviated from if this is agreed explicitly in writing.
If any provision of these general conditions is not valid or applicable for whatever reason, these conditions remain in force otherwise.

4. If the customer also refers to (his) general conditions, the conditions of the customer are not applicable. This only differs if the applicability of the conditions of the customer is not contrary to our general conditions, then, only what is stated in our conditions applies. Any other stipulation in the conditions of the customer does not alter the previous.

5. Only if we accept the conditions of the customer explicitly, unambiguously and in writing, in our offer, do these accepted conditions of the customer apply.

6. When, in these general conditions the term “delivery (of items)” is used, this should also be understood as providing services and activities of any nature.

 

Article 2. Offers

1. All our offers should be considered as invitations to the potential customer to make an offer. They consequently bind us in no way whatsoever, unless the contrary is stated explicitly and unambiguously in the offer itself. The order given to us, is an offer, which is only considered to be accepted by us after written confirmation on our part (the so called order confirmation).

2. Forming part of the offers made by us – in particular also concerning that stated in the previous paragraph) are: designs, drawings, models, samples, descriptions, images and the like, as well as possible appendices and records that relate to our offers. All this remains, just like software and tools that are made by us, our property, and has to be returned to us at our request, and cannot be copied and/ or given to third parties without our explicit written consent. We also retain all existing rights on account of intellectual and industrial properties.

3. For offers that are made at the request of the customer, and where the customer did not explicitly and unambiguously state (in writing) that the costs and the risk for drawing up the offer are ours, the following applies:
if the order our offer relates to is not placed with us within 3 months after the day on which we made our offer, we can charge the customer for the costs that were related to making the offer, including the costs for making the tools that are referred to in the previous paragraph.

Article 3. Realization of the agreement

1. An agreement with us is only realised when we have accepted an offer that was made to us in writing. An agreement is considered to have been realised at the moment at which we send the order confirmation.

2. The customer is bound to his order, given to us in no matter what form, during a period of 3 days after dating of the order or (if it concerns an offer that was made orally) after giving the order. A declaration of the customer that he wishes to annul or change his order, delivered during this 3 day period, therefore cannot prevent an agreement based on the (original) offer being realised, if we still accept/ confirm the offer within this 3 day period.

3. The order confirmation that is sent by us to the customer is considered to describe the content of the agreement that was made completely and correctly. The customer is expected to agree to the content of our order confirmation, unless he indicates to us in writing and within 3 days after dating of our order confirmation that he cannot agree to the content.

4. Possible additional agreements and/ or commitments made and/ or conducted by our employees, or on behalf of us made and/ or conducted by other persons who act as representatives, only bind us if these agreements and/ or commitments were confirmed in writing by our managers who are authorised to represent us.

Article 4. Prices

1. Our prices are exclusive of sales tax and unless this has been agreed otherwise explicitly and in writing, exclusive of packaging, transport and other costs.

2. The prices stated in offers, contracts and order confirmations are based on the cost factors that applied when the agreement was realised, such as rates of exchange, prices of manufacturers, prices of raw materials and tools, costs for wages and transport, insurance premiums, taxes, import duties and other taxes that are imposed by the government.

3. We retain the right, if after the date on which the agreement was realised, but before the day of delivery, increases in one or more cost factors occur, to charge on these increases to the customer. Furthermore, in such a case, we have the right to declare the agreement completely or partly annulled without the requirement of legal intervention. The customer is also entitled to this last right, except in the case of contracts concerning framework and support, where because of the nature of the agreement, there are variable costs for us and we are authorized to introduce increases that are directly connected to the indexation of labour costs and variations in our licence-import costs. If the customer uses the right to annulment, he has to invoke the annulment within 5 days after receiving the relevant announcement by means of registered mail.

Article 5. Terms and delivery

1.The delivery periods given by us start on the day on which the agreement is realized, provided that all the data that we need for the execution of the order are in our possession. The delivery periods given by us will never be considered as a deadline, unless it is explicitly agreed otherwise in writing in the individual agreement.
In case of a delivery that is not on time, we should consequently be declared in fault in writing. When – in contravention to that stated above – a penalty for exceeding the delivery period is agreed to explicitly in writing in the individual agreement, this is not due if the exceeding of the delivery period is the consequence of the cases of force majeure stated in article 10 of these general conditions.

2. Delivery of goods takes place at the risk of the deliverer, unless it is agreed explicitly when placing the order that the delivery of goods is on the account and at the risk of the customers. Foreign customers receive their delivery – unless agreed otherwise- at the warehouse. We take care of the clearance and reception, but this is at the expense of the customer.

3. Unless customers themselves provide a shipping agent, we send the goods in the way that is favourable in our opinion with shipping agents that are chosen by us, but at the expense of the customer.

5. If the delivery takes place in different parts, we have the right to consider every delivery as a separate transaction.

6. The customer is obliged to purchase what was bought within the agreed period of time. In default of this, we have the right – and this at our choice – on the basis of that stated in article 6:60 of the Civil Code to demand that the authorised judge will free us from our commitment to deliver the agreed goods, or to demand, without preliminary proof of default, the payment of the purchase price of the part that is not purchased. If the customer does not meet his payment obligation, we have the right to declare the agreement annulled, without legal intervention. If the customer, in accordance with the abovementioned, pays the default purchase sum, the goods are considered to have been delivered and we shall store the goods at the expense and at the risk of the customer, for a consideration of all the costs resulting from this.

Article 6. Advertising

1. The customer is responsible for the data that he provides us with and for the correctness and completeness thereof. The customer, where it concerns data, measurements, colour fastness and the like in this offer, or what is part of it ex article 2 paragraph 2, has to take into consideration the usual margins and possible small changes in the goods that are delivered by us. Hence, the goods that are delivered by us can differ from the description in the order, where it concerns small differences in measurement, quantity and minor changes.

2. Complaints of the customer which are related to flaws in the goods that are visibly noticeable have to be announced to us by the customer within 8 days after the delivery (or within 8 days after the invoice date, if the goods are (could not be) delivered to the customer). This has to be done in writing (preferably by means of registered mail) and should consist of a clear, accurate description of the complaint, and the invoice number with which the relevant goods are invoiced, should be stated. Customer should perform a meticulous and timely inspection.

3. Flaws that are not visibly noticeable at the time of the delivery, or that could not appear during a meticulous and timely inspection, have to be announced to us by the customer within 8 days after these flaws became clear, and this in the way that is described in paragraph 2.

4. Every right to a claim of the customer towards us, concerning flaws in the goods that are delivered by us, expires when:

a. The flaws are not announced to us within the periods that are stated in paragraph 2 and 3 and/ or in the way that is described there;

b. The customer does not or does render his assistance insufficiently concerning an investigation into the justness of the complaints;

c. The customer did not set up, treat, use, store or maintain the goods in the correct way or if he used or treated the goods under circumstances or for purposes other than those provided by us;

d. The application of the use of the goods concerning which the complaints have been made by the customer, is continued;

e. The period of guarantee stated in the individual agreement expires or, if such a period is missing, the complaints are only made after a period of more than 12 months has elapsed since the time of delivery.

5. When there are disputes concerning the quality of the goods delivered by us, the customer should announce these to us, so that we have the opportunity to offer a solution that is acceptable to the customer. If our solution is not acceptable to the customer, he can seek access to his right with the authorised judge in the Netherlands.

Article 7. Liability

1. Only when the obligations concerning the guarantee relating to goods delivered by us are not taken upon third parties (like manufacturers), can the customers lay (guarantee) claims towards us. In that case, our liability is limited to flaws that result from errors in manufacturing and materials.

2. In the case of advertising, if the justness of this advertising concerning the quality is established by us and in the case of liability as stated in paragraph 1, we are only bound to this at our own discretion:

a. (free) repair of flaws;

b. Delivery of replacement goods, or parts, as the case may be, after having received the damaged goods or parts, as the case may be;

c. Refund of the purchase sum/ credit entry received of the invoice that was sent to the customer with annulment of the agreement that was made, without legal intervention, everything as long as the purchase sum, the invoice and the agreement are related to the damaged goods;

d. Compensation that is agreed to in consultation with the customer in a form other than that stated above.

3. If the customer has executed repairs and/ or changes or has had repairs and/ or changes executed without preliminary, explicit and written consent, every obligation concerning guarantee on our part is null and void.

4. Subject to possible obligations for us, resulting from the abovementioned, we are never obliged to pay any form of compensation to the customer and others, unless there is intent or fault on our part (to be proved by legal means by those who render us liable). In particular, we are never liable for consequential damage or loss of profits, direct or indirect damage, including loss of earnings and standstill damage – suffered by the customer, his subordinates and people employed with or by him, or third parties, by complete or partial (re)delivery of goods, late or defective delivery, or the failure of the delivery of the goods or by the goods themselves.

5. The customer does not have the right to return the goods of which there is no motivated advertising. If this, however, is the case without valid reasons, all costs concerning the goods being returned are at the expense of the customer. In this case, we are free to store the goods with third parties at the expense and at the risk of the customer.

6. The customer is obliged to guard us from all claims that could be made towards us by third parties concerning the execution of the agreement, as long as the law does not resist the fact that the damages and costs resulting from these claims are at the expense of the customer.

Article 8. Reservation of property and security

1. The goods delivered by us remain our property until the moment at which everything the customer owes us by reason of, related to or resulting from the goods delivered by us, has been paid completely. If we consider it necessary, we have the right to demand security from the customer with regard to fulfilling his obligations.

2. The customer does not have the right to give the goods that are not paid in pledge, to establish a free right of disdain on these goods, or to establish any other professional or personal right on these goods on behalf of third parties.

3. Without prejudice to that stated above in this article, the customer is allowed to sell the goods to third parties, however, only in the light of his normal management. In that case, the customer is obliged to hand over the money that he received to us at once, or, if it is not a payment in cash, to hand over the debts he received to us at once.

4. If, as a result of manufacturing or processing by the customer, our right of ownership resting on the goods delivered by us has been lost, the customer is obliged to immediately render a free right of disdain on the manufactured or processed goods on our behalf.

5. We have the right, at all times, to take back the goods that are stored by the customer (or third parties), but which rest in our ownership, as soon as we can consider, in reasonableness, that there is a real possibility that the customer will not fulfil his obligations. The abovementioned leaves the rights as they result from the general right for us unimpeded: in particular, we retain the right to claim compensation from the customer after having taken back the goods.

6. The customer is obliged to insure the risk of fire and theft concerning the goods that have not been paid for, and to make this insurance policy available to us at our request.

Article 9. Payment and omission

1. Payment must be made in Euros, unless agreed otherwise, without any deduction or reduction in cash at the place where we are established or by transferring to a bank or giro account that is indicated by us, in both cases immediately after the delivery of the relevant goods, at least within 14 days after the invoice date, all this unless otherwise agreed in writing. When the payment is carried out by bank or giro account, the day of credit entry from our bank or giro account is considered to be the day of payment.

2. If the customer does not carry out the (complete) payment on time, he is in default without there having to be further proof of default. In case of omission, we have the right, if there is a sufficient relation to the omission by the customer, to postpone all our commitments towards the customer, without prejudice to all our rights resulting from the general right.

Other reasons for omission are:
a. If we have good reasons to fear that the customer will fail in his duties and he does not meet a written reminder with a description of those reasons to express his willingness to fulfil his obligations in a reasonable term that is stated in the reminder;
b. The customer files his petition in bankruptcy, is declared to be in a state of bankruptcy, renounces his assets, applies for a moratorium, or his entire means or part of his means are attached, and this is not cancelled within 10 days after the attachment;
c. The customer decides, as the case may be, to strike or hand over his business or an important part thereof, including the contribution of his business in a company that is to be founded or that already exists, or decides, as the case may be, to change the purpose of his business, or to dissolution;
d. Of death, if the customer is a natural person.

3. We also have the right, for all deliveries that still have to be carried out, to expect cash payment for the delivery of the goods or guarantee of timely payment. Furthermore, we have the right to annul the agreement without legal intervention, in which case the customer is obliged to return the delivered goods, or is obliged to undo the service that was delivered by us in another way, without prejudice to our right to compensation. If the customer remains in default concerning a timely payment, he then forfeits to us, without there having to be further notice on our behalf, as from the expiry date until the day of the complete payment, an interest that is equal to the legal interest plus 4 % per year, calculated on the amount that has not been paid, this interest being claimable immediately without further proof of default. All costs related to the collection of invoiced amounts (including the extrajudicial costs of collection) are at the expense of the debtor. Moreover, all disadvantageous consequences of loss or otherwise from late payment or non-payment resulting at the expense of the customer, even if the customer has fulfilled his payment obligations on time according to the existing stipulations in his country, however, circumstances or measures beyond his control have resulted in the transfer taking place in a way that is disadvantageous to us.

4. Payments are first deducted, in accordance with article 6:44 of the Civil Code, from the costs stated in paragraph 3, then from the interest that has arisen and finally from the main sum and the ongoing interest.

5. If there is a considerable deterioration in the financial position of the customer, after the realization of the agreement, however, before the delivery of the goods, we have the right to completely or partially renounce further execution of the agreement, or to demand a change in terms of payment.

6. We can hand over our claims, in the capacity of all transactions, to a loan insurer of our choice.

Article 10. Force majeure

The term Force majeure must be understood as every circumstance beyond our power that is of such a nature that carrying out the agreement in reasonableness cannot be expected from us (non-accountable shortcomings in the compliance). Force majeure should also be understood as: war, riots and hostilities of any nature, blockade, boycott, natural disasters, epidemics, lack of raw materials, hindrance and interruption of the transport options, malfunctions in our factory, limitations of bans on import and export, obstructions caused by measures, laws or decrees of international, national and regional (governmental) institutions. If we cannot fulfil our obligation of delivery adequately or timely as a result of force majeure, we have the right to consider the agreement or the part that has not been carried out yet as annulled, or to postpone this for a limited or unlimited period of time, at our own discretion. In case of force majeure, the customer cannot claim compensation from us.

Article 11. Applicable law

Only the Dutch law is applicable to the offers and agreements that are made by us.

Article 12. Settlement of differences

All differences of any nature related to/ resulting from the agreements that are made by us and the deliveries carried out by us, are tried by the authorised judge in the Netherlands.

Article 13. Special position of private clients

To private clients the following applies:
1. A viewing period of 7 days applies to all products. Undamaged products can be returned in the original packaging. This viewing period does not apply to software products that are offered via the internet with a trial period of minimum 7 days. In this case, the trial version is to be considered the viewing sample.
2. When returning undamaged products within the viewing period, the received payment will be completely refunded within 30 days after having received the product.
3. If an order cannot be delivered within 30 days, the client can, if he wishes to do so, cancel his order without obligations and payments that may already have been made will be refunded as quickly as possible.
4. Deliveries can be collected during office hours, being from 9:00 – 17:00, or can be returned to our address of business in The Hague, as an alternative to sending.