Terms and Conditions

1.1 These General Terms and Conditions ("GTC") apply to every offer, designated offer, and agreement between Conversation Design Institute BV ("User"), including its affiliated entities in the Netherlands and United States of America, Conversation Design Institute Services BV and Conversation Design Institute Services Inc. and any party engaging our services or purchasing our products ("Principal"), unless otherwise agreed in writing.

1.2 These GTC also apply to agreements for the execution of which third parties are involved by the User. They are written for the benefit of User's employees, directors, and third parties engaged by User.

1.3 Any terms and conditions proposed by the Principal are explicitly rejected and will not apply unless expressly agreed upon in writing.

1.4 If any provision of these GTC is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. User and Principal will negotiate to replace the invalid provision with one that closely matches the original intent.

1.5 In cases of ambiguity regarding the interpretation of any provisions, they shall be interpreted "in the spirit" of these GTC.

1.6 If a situation arises that is not covered by these GTC, it should be assessed according to the spirit of these GTC.

1.7 If User does not enforce any provision of these GTC, this does not constitute a waiver of the right to enforce that provision in the future.

2.1 All offers and designated offers made by User are non-binding unless a specific period for acceptance is set. If no acceptance period is stated, no rights can be derived from the offer.

2.2 Prices stated in any offer are exclusive of VAT, other governmental levies, and any additional costs such as travel, and accommodation, unless otherwise stated.

2.3 If the Principal's acceptance differs from the offer, User is not bound by it. The agreement is not concluded on these deviating terms unless User explicitly agrees.

2.4 Offers are valid for specific engagements and do not automatically apply to future orders.

3.1 Agreements are for an indefinite period unless explicitly agreed otherwise.

3.2 If a specific deadline is agreed upon for performance, this is not a strict deadline unless explicitly stated. The Principal must notify User of any delay in writing and provide a reasonable period to remedy the situation.

3.3 User may perform the agreement in stages and invoice for each completed stage.

3.4 User has the right to engage third parties to execute specific tasks without prior notification to the Principal. Dutch Civil Code Articles 7:404, 7:407(2), and 7:409 are explicitly excluded.

3.5 The Principal shall ensure timely provision of all necessary data for the execution of the agreement. Any delays or incorrect data provision can result in additional costs or suspension of services by User.

3.6 Modifications to the agreement are only effective after written approval from both parties. This includes changes in price, scope, or delivery time.

4.1 Payment must be made within 14 days of the invoice date unless otherwise agreed in writing. User is entitled to periodic invoicing.

4.2 If the Principal fails to pay on time, interest of 1% per month on the outstanding amount is due unless the statutory interest rate is higher.

4.3 User is entitled to allocate payments made by the Principal first to outstanding costs, then to accrued interest, and finally to the principal sum.

4.4 Principal is not authorized to offset any amounts against User. Objections to an invoice do not suspend the payment obligation.

4.5 In case of default, all reasonable costs incurred to collect the debt are borne by the Principal, including legal costs.

5.1 User may suspend or dissolve the agreement if the Principal fails to meet its obligations, if there is good reason to believe the Principal will not comply, or if compliance becomes impossible due to unforeseen circumstances.

5.2 If the agreement is dissolved, User's claims on the Principal are immediately due.

5.3 In the event of bankruptcy, liquidation, or insolvency of the Principal, User has the right to terminate the agreement immediately without any obligation for compensation.

5.4 In case of unjustified cancellation by the Principal, all costs, including those for third parties engaged and 50% of remaining fees, are due.

6.1 User is not liable for any failure to perform due to circumstances beyond its control, including but not limited to natural disasters, war, strikes, pandemics, or changes in legislation.

6.2 During force majeure, obligations are suspended. If the force majeure lasts longer than two months, either party may terminate the agreement without liability.

7.1 All intellectual property rights related to materials developed by User remain with User. Principal may use these materials only for internal business purposes, unless otherwise agreed in writing.

7.2 Principal shall not reproduce, distribute, or exploit these materials for commercial purposes without prior written consent from User.

8.1 User complies with applicable data protection laws in the Netherlands, United States of America, and any other relevant jurisdiction. Personal data collected during the engagement is processed according to our Privacy Policy, available on our website.

8.2 Principal consents to the processing of their personal data as described in the Privacy Policy.

9.1 Name and Logo Use

Principal grants User the right to use Principal’s name and logo in a non-disparaging manner for promotional purposes. This includes, but is not limited to, inclusion on User’s website, in presentation materials, and in other marketing collateral. The use of the Principal’s name and logo will be in accordance with the Principal’s brand guidelines, if provided.

9.2 Creation of Case Studies

Principal agrees that User may create a case study based on the work performed under this agreement. The case study may include details such as the nature of the services provided, results achieved, and feedback from the Principal. User will submit the case study to Principal for review and obtain written approval before publication.

9.3 Promotional Activities

User may use the Principal’s name, logo, and the approved case study in various promotional activities including, but not limited to, presentations, proposals, conferences, webinars, social media, and press releases, to highlight the collaboration and success achieved through the partnership.

10.1 All legal relations involving User are governed by the laws of the Netherlands. However, User retains the right to apply laws from other relevant jurisdictions where it operates.

10.2 Any disputes arising from or related to the agreement shall be submitted to the competent court in the User's location, unless otherwise mandated by law.

10.3 Before initiating legal proceedings, parties will attempt to resolve disputes amicably through good-faith negotiations.

11.1 The Principal acknowledges that User has the right to use the Principal's name and/or logo for reference purposes on its platform during the subscription period, unless otherwise agreed in writing.

11.2 Any amendments to these GTC must be made in writing and signed by authorized representatives of both parties.

11.3 The headings in these GTC are for convenience only and do not affect their interpretation.

Conversation Design Institute BV

Danzigerbocht 45 V, 1013 AM, Amsterdam
The Netherlands

Email: [email protected]
Phone: +31(0) 20 237 16 10