These are the General Terms and Conditions of Mafera Management & Consultancy (hereinafter referred to as “Mafera”), a business with its address at Braspenninglaan 10, Den Bosch. Mafera is registered with the Chamber of Commerce under number 83552316.

Definitions

In these General Terms and Conditions, the following terms have the following meanings, unless expressly stated otherwise:

General Terms and Conditions: these general terms and conditions as set out below.
DCC: the Dutch Civil Code.
Service: all work, in whatever form, that Mafera performs for or on behalf of the Client.
Assignment: all work, in whatever form, that Mafera performs for or on behalf of the Client.
Product: all results delivered by Mafera in connection with the Agreement, such as documents, reports, spreadsheets, presentations and other (digital) files.
Agreement: every agreement concluded between Mafera and the Client.
Client: the organisation that has accepted these General Terms and Conditions and has instructed Mafera to perform a Service.

Unless the General Terms and Conditions expressly provide otherwise, in their interpretation the singular is deemed to include the plural and vice versa, and a reference to a masculine form is also deemed to include a reference to a feminine form and vice versa.

1. Applicability

These General Terms and Conditions apply to every offer, quotation and Agreement concluded between Mafera and the Client, unless the parties have expressly deviated from these General Terms and Conditions in writing.
These General Terms and Conditions also apply to agreements with Mafera for the performance of which third parties must be involved.
The applicability of the Client’s own general terms and conditions is expressly rejected.
Deviations from the Agreement and the General Terms and Conditions are only valid if they have been expressly agreed in writing between the parties.

2. Quotations and/or offers

All quotations and/or offers in respect of which the contrary is not expressly stated are non-binding and may be revoked at any time, even if they contain a period for acceptance.
All quotations and/or offers from Mafera are valid for 30 days, unless stated otherwise.
Mafera cannot be held to its quotations and/or offers if the Client, on the basis of reasonableness and fairness and generally accepted standards, should have understood that the quotation and/or offer, or any part thereof, contains an obvious error or clerical mistake.
If acceptance deviates, whether or not on minor points, from the offer contained in the quotation and/or offer, Mafera is not bound by it. The Agreement is then not concluded in accordance with this deviating acceptance, unless Mafera indicates otherwise.

3. Formation of the agreement

The Agreement is formed upon acceptance by the Client of Mafera’s quotation and/or offer.
Quotations and/or offers can only be accepted in writing (including by electronic means). Mafera is nevertheless entitled to accept an oral acceptance as if it had been made in writing.
An Agreement between the parties is formed at the moment an order confirmation has been signed by both the Client and Mafera, or at the moment Mafera actually commences performance.
The Agreement replaces and supersedes all earlier proposals, correspondence, arrangements or other communications, whether made in writing or orally.

4. Performance of the agreement

The Agreement is performed by Mafera to the best of its insight and ability, in accordance with the requirements of good professional practice. With regard to the intended work, there is a best-efforts obligation on the part of Mafera. The application of Articles 7:404, 7:407(2) and 7:409 of the DCC is expressly excluded.
Mafera determines the manner in which, and the person(s) by whom, the Assignment is performed. Mafera is entitled to have certain work performed by third parties.
Mafera is entitled to perform the Agreement in phases. If the Agreement is performed in phases, Mafera is entitled to invoice each completed part separately. As long as such an invoice is not paid by the Client, Mafera is not obliged to perform the next phase and is entitled to suspend the Agreement.
Mafera is entitled to the days off announced in advance, notwithstanding any minimum number of hours included in the Agreement.
Where an agreement is performed for which the exact work is determined afterwards and settled on the basis of subsequent calculation, Mafera reserves the right to accept or refuse such work per request or deployment request. There is therefore no obligation to perform requested work.

5. Changes and additional work

If, during performance of the Agreement, it appears that it is necessary to amend or supplement the Agreement for proper performance, Mafera will inform the Client of this as soon as possible. The parties will then proceed to amend the Agreement in good time and by mutual consultation.
If the parties agree that the Agreement is to be amended/supplemented, the time of completion of performance may be affected as a result. Mafera will inform the Client of this as soon as possible.
If the amendment to or supplement of the Agreement will have financial, quantitative and/or qualitative consequences, Mafera will inform the Client of this in advance.
If a fixed rate or fixed price has been agreed, Mafera will indicate to what extent the amendment/supplement of the Agreement affects the rate/price. Where possible, Mafera will endeavour to provide a price quotation in advance.
Mafera may not charge additional costs if the amendment/supplement is the result of circumstances attributable to Mafera.
Changes to the originally concluded Agreement between the parties are only valid from the moment these changes have been accepted by both parties by means of a supplementary or amended Agreement.

6. Client obligations

The Client ensures that all data, equipment or spaces which Mafera indicates are necessary, or which the Client should reasonably understand to be necessary for performing the Agreement, are available in good time. The Client must also grant Mafera all powers and authorisations needed to perform the Assignment properly.
Mafera is not liable for damage of any kind because Mafera relied on incorrect and/or incomplete data provided by the Client, unless that incorrectness or incompleteness should have been apparent to Mafera.
The Client ensures that the employees of the Client’s organisation involved in the work are available in good time.
The Client must refrain from conduct that makes it impossible for Mafera to perform the Assignment properly.
If Mafera or third parties engaged by Mafera perform work in connection with the Assignment at the Client’s location or a location designated by the Client, the Client provides the reasonably required facilities free of charge.
If the Client has not met its obligations as set out in this article, Mafera is entitled to suspend performance of the Agreement and/or to charge the Client the additional costs arising from the delay according to the usual prices or rates.

7. Cancellation

The provisions of this article apply solely to trainings and workshops. Cancellation or interim termination of other assignments, including advisory and interim work, is governed by the article “Termination of the agreement”.
Mafera is entitled at all times to change the training or workshop date. Mafera will notify the Client of this as soon as possible. Where possible, Mafera will offer a new training or workshop. If this is not possible, amounts already paid will be refunded by Mafera.
Cancellation of the Assignment by the Client is only possible subject to the following provisions:
- Cancellation must always be made in writing;
- For cancellation less than 2 weeks before the start of the training or workshop, 50% of the price is due; and
- For cancellation less than 5 days before the start of the training or workshop, the Client owes the full price.
The costs that the training or workshop location charges Mafera in the event of cancellation or postponement will be passed on to the Client if the Client cancels or postpones the performance of a workshop or training.
In the event of a cancellation, the Client is entitled to have someone else take part in the training or workshop in their place.
Any amounts already paid, less the amount due in connection with cancellation, will, where possible, be deducted by Mafera from a new training or workshop. If this is not possible, this amount will be refunded by Mafera to the Client.
In the event of misconduct by a person, or if a person is in breach of the applicable order and safety measures, Mafera is entitled to deny that person access to the training or workshop without any refund of the cost of the training or workshop being due.

8. Prices

Unless expressly agreed otherwise in writing, the prices and rates indicated by Mafera are always exclusive of VAT.
Prices and rates are exclusive of shipping, travel, accommodation and other expenses, unless agreed otherwise. Travel costs may change periodically but are by default €0.38 per kilometre. Work is performed remotely by default. Unless agreed otherwise in the order confirmation, travel time for on-site appointments will also be charged separately.
If no rate has been expressly agreed, the rate will be determined on the basis of the hours actually spent and Mafera’s usual rates.
Mafera will, in good time before concluding the Agreement, notify the Client of all additional costs or provide information on the basis of which these costs can be charged to the Client.
If Mafera agrees a fixed price or fixed rate when concluding the Agreement, Mafera is entitled to increase it, even where the price or rate was not originally given subject to reservation.
Mafera is free to increase its rates annually in line with relevant indexation without prior notice. Indexation takes place on the basis of the CBS Services Producer Price Index, category CPA 702 (Management consultancy), based on the series 2021=100.
Where Mafera intends to change the price or rate within an ongoing agreement, it will notify the Client of this as soon as possible.
If the increase of the price or rate takes place within three months of concluding the Agreement, the Client may dissolve the Agreement by written declaration, unless:
- the increase results from a power or an obligation incumbent on Mafera pursuant to the law;
- the increase is caused by an increase in the price of raw materials, taxes, production costs, exchange rates, wages, etc., or on other grounds that were not reasonably foreseeable when entering into the Agreement;
- Mafera is nevertheless prepared to perform the Agreement on the basis originally agreed; or
- it has been stipulated that performance will take place more than three months after concluding the Agreement.

9. Payment

Payment is made by transfer to a bank account designated by Mafera, unless agreed otherwise.
Mafera will send an invoice for amounts owed by the Client. The payment term of each invoice is 14 days after the date of the invoice concerned, unless otherwise stated on the invoice or agreed otherwise.
Invoicing takes place monthly, unless agreed otherwise.
Mafera and the Client may agree that payment is made in instalments in proportion to the progress of the work. If payment in instalments has been agreed, the Client must pay according to the instalments and percentages laid down in the Agreement.
Objections to the amount of an invoice do not suspend the Client’s payment obligation.
The Client is not entitled to set off any amount against what is owed on account of a counterclaim asserted by it.
In the event of non-payment or late payment, the Client is in default by operation of law without any notice of default being required. From the date on which payment became due, the Client then owes the statutory commercial interest until the day of full payment, whereby interest over part of a month is calculated as a full month.
With regard to extrajudicial (collection) costs, Mafera is entitled to compensation of 15% of the total outstanding principal sum, with a minimum of €150 for each invoice that is wholly or partly unpaid.
In the event of bankruptcy, suspension of payments, liquidation, general attachment of assets, death or guardianship, Mafera’s claims and the Client’s obligations towards Mafera are immediately due and payable.
Any reasonable judicial costs and enforcement costs incurred are also for the account of the Client.

10. Complaints

At delivery, but in any event within 7 days of delivery of a Product or of performance of the work concerned, the Client must examine whether what has been delivered complies with the Agreement.
Complaints must be reported to Mafera in writing within 7 days of delivery of the Product or performance of the work concerned.
The right to a (partial) refund of the price, replacement or compensation lapses if the complaint is not reported within the stated period, unless a longer period follows from the nature of the Assignment or from the circumstances of the case.
The payment obligation is not suspended if the Client notifies Mafera of the complaint within the stated period.

11. Performance period

Periods stated by Mafera are determined to the best of its knowledge on the basis of the data made known to Mafera when entering into the agreement.
Established periods are observed as far as possible.
An excessive exceeding of periods that is not the result of conduct of the Client may be regarded as grounds for dissolution of the agreement, but will never lead to compensation.

12. Force majeure and unforeseen circumstances

A shortcoming cannot be attributed to Mafera or the Client where the shortcoming is not due to its fault and is not for its account by virtue of the law, a legal act or generally accepted standards. In that case, the parties are also not obliged to fulfil the obligations arising from the Agreement.
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 Mafera has no influence and as a result of which Mafera is unable to fulfil its obligations.
Force majeure on the part of Mafera includes in any event, without limitation:
- fire;
- flooding;
- extreme weather conditions;
- strikes by personnel;
- shortage of labour;
- telecommunications or network failure;
- traffic disruptions;
- terrorism or hacking and similar activities;
- government measures that prevent Mafera from fulfilling its obligations in good time or properly.

13. Termination of the agreement

The parties may terminate the Agreement at any time by mutual consent.
The parties may terminate the Agreement in the interim in writing with a notice period of 1 month, unless agreed otherwise in the Agreement. This applies to agreements for which a minimum number of hours per period has been set for a fixed term. Where the Agreement concerns services on request, the agreement may be terminated with immediate effect.
The parties may terminate the Agreement in writing with immediate effect in the event of:
- an application for, or the granting of, a suspension of payments to the other party;
- an application for bankruptcy by, or a declaration of bankruptcy of, the other party; or
- liquidation of the other party or non-temporary discontinuation of the other party’s business.
If the Agreement is dissolved, Mafera’s claims against the Client are immediately due and payable. If Mafera suspends fulfilment of its obligations, it retains its claims under the law and the Agreement. Mafera always retains the right to claim compensation.

14. Liability

Mafera is only liable for direct damage caused by gross negligence or intent on the part of Mafera, and for no more than the amount paid out to Mafera by the insurer and/or up to a maximum of once the amount stated in the invoice for the service concerned.
Direct damage is understood to mean exclusively:
- reasonable costs incurred to establish the cause and extent of the damage, insofar as the assessment relates to damage within the meaning of the General Terms and Conditions;
- reasonable costs incurred to make Mafera’s defective performance comply with the Agreement, insofar as these can be attributed to Mafera; or
- reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in the General Terms and Conditions.
Mafera is never liable for indirect damage, including consequential damage, lost profits, missed savings, damage due to business interruption, damage as a result of inadequate cooperation and/or information provided by the Client, damage on account of non-binding information or advice given by Mafera whose content does not expressly form part of the Agreement, and all damage that does not fall under direct damage within the meaning of these general terms and conditions.
Mafera is never liable for errors in material provided by the Client, or for misunderstandings or errors regarding the performance of the Agreement where these have their origin or cause in acts of the Client, such as not providing, or not providing in good time, complete, sound and clear data/materials.
Mafera is never liable for errors where the Client has given prior approval, or has been given the opportunity to carry out an inspection or has indicated that it has no need for such an inspection.
The limitations of liability laid down in this article are also stipulated for the benefit of third parties engaged by Mafera for performance of the Agreement, and Mafera is never liable for damage caused by shortcomings of these engaged third parties.

15. Confidentiality

Both parties are obliged to maintain the confidentiality of all confidential information they have obtained from each other or from another source in connection with the Agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information. The party receiving confidential information will only use it for the purpose for which it was provided.
If Mafera engages third parties in performing the Agreement, Mafera imposes on those third parties confidentiality obligations equivalent to those set out in this article.
If, on the basis of a statutory provision or a court ruling, Mafera is obliged to also disclose confidential information to third parties designated by law or the competent court, and Mafera cannot in that respect invoke a right of non-disclosure recognised or permitted by law or by the competent court, then Mafera is not obliged to pay damages or compensation and the Client is not entitled to dissolve the Agreement on the basis of any damage arising as a result.
Notwithstanding the foregoing, Mafera is entitled to include the Client’s name on a list of relations that is published on the website or through other communications to third parties, unless agreed otherwise.

16. Indemnification

The Client indemnifies Mafera, insofar as the law permits, against liability towards one or more third parties arising from and/or connected with the performance of the Agreement, regardless of whether the damage was caused or inflicted by Mafera or by its auxiliary persons, auxiliary objects or delivered Products or Services.
In addition, the Client indemnifies Mafera, insofar as the law permits, against all third-party claims in connection with any infringement of those third parties’ intellectual property rights.
The Client is always obliged to do everything possible to limit the damage.

17. Intellectual property

All intellectual property rights to the methods, models, techniques, templates, software, tooling and know-how used or developed by Mafera, as well as preparatory material thereof (collectively the “Mafera IP”), rest exclusively with Mafera or its licensors. The Client obtains no rights thereto other than those expressly granted in the Agreement.
Upon full payment of the amounts owed, the Client obtains a perpetual, worldwide, irrevocable and non-exclusive right of use to the Products and deliverables specifically developed for and delivered to the Client (such as policy documents, risk analyses, procedures, reports and documentation), to use, modify, reproduce and have maintained for its own business operations, including after termination of the Agreement and including by or with the help of third parties.
Mafera remains entitled at all times to use the Mafera IP underlying these Products, including generic methods, models, templates and know-how, for other clients.
The Client is not permitted to transfer, license or make available to third parties the Mafera IP, or any right obtained therein, except with the prior written consent of Mafera. Nor is the Client permitted to remove or change any indication of intellectual property rights from the Mafera IP.
Mafera is permitted to take technical measures to protect the Mafera IP. The Client is not permitted to remove or circumvent such protection.
Any exploitation, reproduction, disclosure or making available to third parties of the Mafera IP that falls outside the scope of the Agreement or the rights granted is considered an infringement of Mafera’s intellectual property rights. For each such infringement, the Client forfeits an immediately payable penalty of €5,000 per infringing act, not subject to judicial mitigation, without prejudice to Mafera’s right to full compensation and to take other legal measures. This penalty is not due in respect of the Client’s use of the Products and deliverables licensed to it under this article.
All Mafera IP developed by Mafera may be used by Mafera for its own promotional purposes, unless agreed otherwise with the Client.

18. Privacy

Mafera respects the Client’s privacy. Mafera handles and processes all personal data provided to it in accordance with applicable legislation, in particular the General Data Protection Regulation. The Client consents to this processing. To protect the Client’s personal data, Mafera applies appropriate security measures.
Mafera uses the Client’s personal data solely in connection with performance of the Agreement or the handling of a complaint.
Insofar as Mafera processes personal data in performing the Agreement on behalf of and under the responsibility of the Client, Mafera acts as a processor and the parties will conclude a separate processing agreement for this, in which the nature, purpose, categories of data subjects and personal data, and the duration of the processing are further specified.
For more information about privacy, reference is made to Mafera’s website.

19. Limitation period

For all claims and/or powers that the Client has against Mafera and/or against any third parties engaged by Mafera, a limitation period of one year applies, by way of derogation from the statutory limitation periods, from the moment an event occurs that allows the Client to exercise these rights and/or powers against Mafera and/or any third parties engaged by Mafera.

20. Assignment

The Client is not permitted to transfer rights and obligations arising from the Agreement to third parties without having obtained Mafera’s written consent.
Mafera is entitled to attach conditions to this consent.

21. Survival

The provisions of the General Terms and Conditions and the Agreement which, expressly or by their nature, are intended to remain in force after termination of this Agreement, will remain in force thereafter and continue to bind both parties.

22. Miscellaneous

Any deviations from these General Terms and Conditions can only be agreed in writing. No rights can be derived from such deviations with regard to legal relationships entered into later.
Mafera’s records constitute, subject to evidence to the contrary, proof of the requests made by the Client. The Client acknowledges that electronic communication may serve as evidence.
If and insofar as any provision of the General Terms and Conditions and the Agreement is declared null and void or is annulled, the remaining provisions of these General Terms and Conditions and the Agreement will remain in full force. Mafera will then establish a new provision to replace the null and void/annulled provision, observing as far as possible the purport of the null and void/annulled provision.
The place of performance of the Agreement is deemed to be the place where Mafera is established.

23. Applicable law and choice of forum

All Agreements, the General Terms and Conditions, and all non-contractual rights and obligations arising therefrom, are governed in all respects by Dutch law.
All disputes between Mafera and the Client that may arise in connection with an Agreement and/or the General Terms and Conditions, or with agreements resulting therefrom, will in the first instance be settled by the competent court of the District Court of Oost-Brabant (Rechtbank Oost-Brabant).

Version 2026

General Terms & Conditions