Terms and Conditions

Article 1 Definitions

1. Horti Experience is referred to as the service provider in these terms and conditions. Horti Experience also operates under the name Home & Garden Inspirations in relation to its online promotion platform.
2. The counterparty of the service provider is referred to as the client.
3. The parties are the service provider and the client together.
4. The agreement refers to the service agreement between the parties.

Article 2 Applicability of Terms and Conditions

1. These terms and conditions apply to all offers, quotations, work, agreements, and deliveries of services or goods by or on behalf of the service provider.
2. Deviations from these conditions can only be made if explicitly and in writing agreed upon by the parties.
3. The agreement always contains obligations to perform for the service provider, not obligations to achieve a result.

Article 3 Payment

1. Payments are made as described in the order confirmation/service agreement. If the client does not pay on time, they are in default. If the client remains in default, the service provider is entitled to suspend the obligations until the client has fulfilled their payment obligation.
2. If the client remains in default, the service provider will proceed with collection. The costs related to this collection are borne by the client. When the client is in default, they owe statutory (commercial) interest, extrajudicial collection costs, and other damages to the service provider. The collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs.
3. In the event of liquidation, bankruptcy, seizure, or suspension of payment of the client, the claims of the service provider against the client are immediately due.
4. If the client refuses to cooperate in the execution of the assignment by the service provider, they are still obliged to pay the agreed price to the service provider.

Article 4 Price Indexation

1. The prices and hourly wages agreed upon when entering into the agreement are based on the price level used at that time. The service provider has the right to adjust the fees to be charged to the client annually on Jan 1st.
2. The client must agree in writing to an increase in costs and hourly wages, insofar as this increase is determined based on the following indexation clause: the new fees are determined by multiplying the existing prices by a fraction, where the numerator is the index number for the month of April preceding the increase, and the denominator is the index number for the month of April of the previous year. The index numbers are the consumer price index (CPI), all households, published by the Central Bureau of Statistics in The Hague.

Article 5 Offers, Quotations, and Price

1. The offers are without obligation unless a term for acceptance is stated in the offer. If the offer is not accepted within the specified period, the offer expires.
2. Delivery times in quotations are indicative and do not entitle the client to dissolution or compensation if exceeded, unless expressly and in writing agreed otherwise by the parties.
3. Offers and quotations do not automatically apply to repeat orders. The parties must explicitly and in writing agree to this.
4. The price stated in offers, quotations, and invoices consists of the purchase price excluding the VAT owed and any other government levies.

Article 6 Service Provider’s Fee

1. The parties may agree on a fixed price when entering into the agreement.
2. If no fixed price is agreed upon, the fee is determined based on the actual hours spent. The fee is calculated according to the usual hourly rates of the service provider, valid for the period in which they perform the work unless a different hourly rate has been agreed upon.

Article 7 Information Provision by Client

1. The client makes all information relevant to the execution of the assignment available to the service provider.
2. The client is obliged to provide all data and documents that the service provider deems necessary for the correct execution of the assignment in time and in the desired form and manner.
3. The client guarantees the accuracy, completeness, and reliability of the data and documents made available to the service provider, even if they come from third parties, insofar as the nature of the assignment does not indicate otherwise.
4. The client indemnifies the service provider for any damage in any form arising from the failure to comply with the provisions of the first paragraph of this article.
5. If the client requests it, the service provider will return the relevant documents.
6. If the client does not, does not timely, or does not properly provide the data and documents required by the service provider and the execution of the assignment is delayed as a result, the resulting additional costs and extra fees are borne by the client.

Article 8 Withdrawal of Assignment

1. The client is free to terminate the assignment to the service provider at any time, taking into account the agreed notice period of at least 1 month and/or the minimum duration of the service taken.
2. When the client withdraws the assignment, they are obliged to pay the due salary and the incurred costs of the service provider.
3. The service provider will prepare a final invoice within 14 days after the termination of the agreement.

Article 9 Execution of the Agreement

1. The service provider executes the agreement to the best of their knowledge and ability and in accordance with the requirements of good workmanship.
2. The service provider has the right to have work performed by third parties.
3. The execution is carried out in mutual consultation and after written approval and payment of any agreed advance.
4. It is the responsibility of the client that the service provider can start the assignment on time.

Article 10 Duration of Assignment

1. The agreement between the client and the service provider is entered into for an indefinite period, unless the nature of the agreement implies otherwise or the parties have explicitly and in writing agreed otherwise.
2. If the parties have agreed on a term for the completion of certain work within the duration of the agreement, this is never a strict deadline. If this term is exceeded, the client must give the service provider written notice of default.

Article 11 Modification of the Agreement

1. If during the execution of the agreement it becomes apparent that it is necessary for a proper execution of the assignment to change or supplement the work to be performed, the parties will timely and in mutual consultation adjust the agreement accordingly.
2. If the parties agree that the agreement is changed or supplemented, this may affect the time of completion of the execution. The service provider will inform the client of this as soon as possible.
3. If the modification of or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client about this in advance in writing.
4. If the parties have agreed on a fixed fee, the service provider will indicate to what extent the modification or addition of the agreement will result in an exceeding of this fee.
5. In deviation from the provisions of the third paragraph of this article, the service provider cannot charge additional costs if the modification or addition is the result of circumstances attributable to them.

Article 12 Force Majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the service provider in the fulfillment of any obligation towards the client cannot be attributed to the service provider in the event of an independent circumstance beyond the will of the service provider, which prevents the fulfillment of their obligations towards the client in whole or in part or because of which the fulfillment of their obligations cannot reasonably be required from the service provider. Such circumstances include failures by suppliers or other third parties, power failures, computer viruses, strikes, and work interruptions.
2. If a situation arises as referred to above, as a result of which the service provider cannot fulfill their obligations towards the client, those obligations will be suspended as long as the service provider cannot fulfill their obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
3. The service provider is not obliged to compensate any damage in the situation referred to in the second paragraph of this article, even if the service provider enjoys any advantage as a result of the force majeure situation.

Article 13 Set-off

1. The client waives their right to set off a debt to the service provider against a claim on the service provider.

Article 14 Suspension

1. The client waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 15 Transfer of Rights

1. The rights of a party from this agreement cannot be transferred without the prior written consent of the other party. This provision has property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Article 16 Expiry of Claim

1. Any right to compensation by the service provider expires in any case 12 months after the event from which the liability directly or indirectly results. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 17 Insurance

1. The client is obliged to adequately insure and keep insured the delivered items against, among other things, fire, explosion, and water damage as well as theft.
2. The client will provide the insurance policy for inspection upon first request.

Article 18 Liability for Damage

1. The service provider is not liable for damage resulting from this agreement, unless the service provider has caused the damage intentionally or with gross negligence.
2. If the service provider is liable for any damage, the compensation will not exceed the fee agreed upon per month.
3. Any liability for damage resulting from or related to the execution of an agreement is always limited to the amount paid out in the relevant case under the professional liability insurance(s) taken out. This amount is increased by the amount of the deductible according to the relevant policy.
4. The limitation of liability also applies if the service provider is held liable for damage that directly or indirectly results from the

improper functioning of the equipment, software, data files, registers, or other items used by the service provider in the execution of the assignment.
5. The service provider’s liability for damage resulting from intent or deliberate recklessness by the service provider or their executive subordinates is not excluded.

Article 19 Client’s Liability

1. If an assignment is given by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.
2. If an assignment is given directly or indirectly by a natural person on behalf of a legal entity, this natural person can also be a client in a private capacity. This requires that this natural person can be regarded as the (co-)policymaker of the legal entity. In the event of non-payment by the legal entity, the natural person is therefore personally liable for the payment of the invoice, regardless of whether it is addressed at the request of the client to a legal entity or to the client as a natural person or both.

Article 20 Indemnity

1. The service provider indemnifies the client against all claims and other demands from third parties and the resulting damage as a result of a failure by the counterparty to comply with this agreement or any other act or omission by the service provider. This indemnity applies without prejudice to what is stated in the previous articles about liability.
2. This indemnity does not apply to the extent that the service provider was not and should not have been aware of the rights on which such a claim is based.

Article 21 Complaint Obligation

1. The client is obliged to report complaints about the work performed to the service provider immediately. The complaint contains as detailed a description as possible of the shortcoming, so that the service provider is able to respond adequately.
2. If a complaint is well-founded, the service provider is only obliged to perform the work as agreed upon by the parties.

Article 22 Retention of Title and Right of Retention

1. The items present with and delivered by the service provider and parts remain the property of the service provider until the client has paid the full agreed price. Until then, the service provider can invoke their retention of title and take back the items.
2. If the agreed advance payments are not or not timely paid, the service provider has the right to suspend the work until the agreed part has been paid. In that case, there is creditor’s default. A delayed delivery cannot be held against the service provider.
3. The service provider is not authorized to pledge or otherwise encumber the items subject to their retention of title.
4. The service provider undertakes to insure and keep insured the items delivered under retention of title against fire, explosion, and water damage as well as theft and to provide the policy for inspection upon first request.
5. If items have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. The item will not be delivered until the client has fully and in accordance with the agreement paid.
6. In the event of liquidation, insolvency, or suspension of payment of the client, the obligations of the client are immediately due.

Article 23 Applicable Law

1. This agreement between the service provider and the client is exclusively governed by Dutch law. The Dutch court is competent.

Article 24 Intellectual Property

1. Unless otherwise agreed in writing, the service provider retains all intellectual property rights (including copyright, patent right, trademark right, design and model right, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, maquettes, etc.
2. The mentioned intellectual property rights may not be copied, shown to third parties, and/or made available or used in any other way without written permission from the service provider.
3. The client undertakes to maintain confidentiality regarding the confidential information made available to them by the service provider. Confidential information is in any case understood to mean what is covered by this article, as well as the business data. The client undertakes to impose a written confidentiality obligation on their personnel and/or third parties involved in the execution of this agreement, to the extent of this provision.

Article 25 Dispute Resolution

1. These terms and conditions are governed by Dutch law.
2. All disputes arising from these terms and conditions will be exclusively submitted to the competent court of the Noord-Holland District Court.