Consulting Terms of Service

Agreement

Arkmon B.V. is a company registered in the Netherlands, with the following information: Company name: Arkmon B.V. Address: Molengraaffsingel 12, 2629 JD Delft, The Netherlands Kamer van Koophandel (Chamber of Commerce) number: 881 563 97 VAT number: NL864521388B01 This contract is a legal agreement between you (hereinafter referred to as "client", "user", "his", "her", "their", "you" or "your") and Arkmon B.V. (hereinafter referred to as "Arkmon", "Consultant", "we", "us", "it" or "our"). The client is specified in the separate service proposal document. The service proposal is an integral part of this agreement and is incorporated by reference. The service proposal specifies the services to be provided by Arkmon to the client, (additional) payment terms, and other relevant information. The service proposal is signed by both parties. The effective date of this agreement is determined by the service proposal or the date of the first payment, whichever comes first. The agreement is effective until the end of the service period, as defined in the service proposal, or until the termination of the agreement by either party, subject to the termination provisions of this agreement.

Interpretation

The headings and subheadings in this agreement are for convenience only and do not affect the interpretation of this agreement. The singular includes the plural and vice versa. A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a party includes its personal representatives, successors or permitted assigns. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes faxes and e-mails. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. A reference to a gender includes a reference to the other genders as well, unless the context requires otherwise.

General

These terms of service govern the client's access to and use of the services, including the websites located at https://arkmon.com, https://adaptivetalk.com (the "Site") and any other media form, (social) media channel, (mobile) website or (mobile) application related, linked, or otherwise connected thereto (collectively, the "Services"). Please read these Terms carefully before signing the service proposal or accessing, interacting, or using the Services. By accessing or using any of the Services, the client agrees to be bound by these Terms. By agreeing, the client represents and warrants that (a) all registration information submitted will be true, accurate, current, and complete and (b) the client will maintain the accuracy of such information and promptly update such registration information as necessary.

Terms of Engagement

The Consultant will provide consulting and development services to the client as specified in the service proposal. The Consultant will provide the services with reasonable care and skill, in accordance with the service proposal, and in accordance with the terms of this agreement and in accordance with all applicable laws and regulations in the Netherlands. The Consultant will provide the client with advice and information as it may reasonably require in relation to the client's access and use of the services during the term of this agreement. The client will provide the Consultant with all necessary cooperation, information, and access to the client's systems and premises as may be required by the Consultant to provide the services. The client will pay the Consultant for the services in accordance with the payment terms specified in the service proposal and in accordance with the terms of this agreement. The Consultant will make all reasonable efforts to meet any performance dates specified in the service proposal, but any such dates are estimates only and time is not of the essence for the performance of the services. Unless given prior written consent, as part of the service proposal, the Consultant shall not have the authority to enter into any contract or commitment on behalf of the client or to incur any liability or obligation on behalf of the client. The Consultant may, at any time, without notice, make any changes to the services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the services.

Status of Relationship

The Consultant is an independent contractor and not an employee, partner, or joint venturer of the client. The Consultant is not entitled to any benefits, including but not limited to, health insurance, vacation, or sick leave, that the client provides to its employees. The Consultant is responsible for paying all taxes, including but not limited to, income tax, social security tax, and unemployment tax, on the compensation received from the client.

Use License

Subject to these Terms, the Consultant grants the client a limited, non-exclusive, non-transferable, non-sublicensable transitory license to access and use the Services for the clients personal or internal business use. The Consultant reserves all rights not expressly granted to the client in these Terms or in the Service Proposal. Unless otherwise specified in the service proposal, this is the grant of a license, not a transfer of title, and under this license the client may not: modify or copy the materials, unless specifically required for the use of the Services; use the materials for any purpose, not specified in the service proposal; attempt to decompile or reverse engineer any software contained on the Services; remove any copyright or other proprietary notations from the materials; or transfer the materials to another person or "mirror" the materials on any other server. The Consultant is free to use any general knowledge, skills, know-how, and experience acquired during the engagement for any purpose, including providing services to other clients, so long as the direct sharing of the client's confidential information is not involved. The Intellectual Property section of this agreement shall not be construed to limit the Consultant's use of such general knowledge, skills, know-how, and experience. This license shall automatically terminate if the Client violates any of these restrictions and may be terminated by the Consultant at any time. Upon terminating the clients viewing of these materials or upon the termination of this license, the client must destroy any downloaded materials in their possession whether in electronic or printed format, unless otherwise specified in the service proposal.

Intellectual Property

The features and functionality of the Services, its original content and newly developed material as part of the engagement, are and will remain the exclusive property of the Consultant and its licensors. The Services are protected by copyright, trademark, and other laws of both the Netherlands and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Consultant.

Confidentiality

Trade secrets and confidential information are not included in the intellectual property rights. The Consultant will not disclose the clients trade secrets or confidential information to any third party, except as required by law. However, the Consultant reserves the right to use the clients trade secrets and confidential information for the purposes of developing and providing the services, to make derivative works of the clients trade secrets and confidential information, and to use the materials developed during the engagement for any other purpose, including providing services to other clients, provided that the Consultant does not disclose the clients trade secrets or confidential information to any third party.

The consultant may share the confidential information internally with its employees, contractors, and agents, provided that the Consultant informs such employees, contractors, and agents of the confidential nature of the information and requires them to keep the information confidential. The Consultant may also share the confidential information with its suppliers and service providers, provided that the Consultant requires the sharing of the confidential information to provide the services and requires the suppliers and service providers to keep the information confidential.

The client agrees to keep any intellectual property of the Consultant confidential and not to disclose it to any third party, except as required by law. The client will not register nor attempt to register any intellectual property of the Consultant, including but not limited to any trademarks, trade names, service marks, copyrights, internet domain names, or patents, in any jurisdiction.

Disclaimer

The Services are provided 'as is'. The Consultant and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither the Consultant nor its suppliers and licensors, makes any warranty that the Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Services at your own discretion and risk.

The client understands that any financial information or data presented on the Services is for informational purposes only and is not intended to be used as financial advice. The client understands that the Services are not intended to be used as a substitute for professional financial advice. The client understands that the Services are not intended to be used as a substitute for professional legal advice. The client understands that the Services are not intended to be used as a substitute for professional tax advice.

Limitations

In no event shall the Consultant or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the Consultant's Services, even if the Consultant or an authorized representative has been notified orally or in writing of the possibility of such damage. Furthermore, the Consultant is not responsible for the content of any third party websites linked to the Services. The inclusion of any link does not imply endorsement by the Consultant of the linked site. Use of any such linked website is at the user's own risk.

The materials appearing on the Consultant's Services could include technical, typographical, or photographic errors. the Consultant does not warrant that any of the materials on its website are accurate, complete, or current. The Consultant may make changes to the materials contained in it's services at any time without notice. The Consultant does not, however, make any commitment to update the materials.

Rules of Conduct

By using the Services, you agree to comply with the following rules of conduct: The client takes full responsibility for the content of any messages sent by the client. The client will not use the Services for any illegal or unauthorized purpose. International clients agree to comply with all local laws regarding online conduct and acceptable content.

The client will not upload, post, host, or transmit content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable. The client will not upload, post, host, or transmit content that the client does not have a right to transmit under any law or under contractual or fiduciary relationships. The client will not upload, post, host, or transmit content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party. The client will not upload, post, host, or transmit any unsolicited or unauthorized advertising, promotional materials, 'junk mail,' 'spam,' 'chain letters,' 'pyramid schemes,' or any other form of solicitation.

Privacy

We collect information about you when you use our Services. We may also receive information about you from other sources, including but not limited to our payment processor and tax office. We will not collect any personally identifiable information about you unless you voluntarily provide it to us. However, you may be required to provide certain information to us in order for us to be able to provide you our services.

When you visit our website, we may also collect technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform; Information about your visit, including the full Uniform Resource Locators (URL), clickstream to, through and from our site (including date and time), page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page.

We collect information about you to process your order, manage your account and to provide you with the best possible service. We may also use your information to contact you for market research purposes. We may contact you by email, phone, or (letter) mail. We may use the information to customize the Services according to your interests.

Data Protection

Where possible, The Consultant stores your data in a pseudonymised form. This allows different subsets of information to be stored in separate databases without directly including the user's personal information. This minimizes the chance that unauthorized personnel can identify and access the data of a specific targeted individual. The Consultant tries to minimize the amount of personal information stored on premises. Where possible, data only required by suppliers or third party service providers is stored on their premises.

Under the General Data Protection Regulation (GDPR), you have the following rights, which this agreement has been designed to uphold: The right to be informed about our collection and use of personal information. The right of access to the personal information we hold about you. The right to rectification if any personal information we hold about you is inaccurate or incomplete. The right to be forgotten, i.e. the right to ask us to delete any personal information we hold about you. The right to restrict (i.e. prevent) the processing of your personal information. The right to data portability (obtaining a copy of your personal information to re-use with another service). The right to object to us using your personal information for particular purposes.

If you would like to exercise any of these rights, please contact us at contact@adaptivetalk.com via email. We try our best to comply within 1 month to your request, however depending on the amount of data associated with your account this may take longer. If you requested a physical copy of the data, there may be a fee for the postage and handling.

Terms Modifications

Any new features or tools which are added to the current Services shall also be subject to the Terms. You can review the most current version of the Terms at any time on the https://adaptivetalk.com/consulting-terms-of-service. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes.

There may be minor or major changes. In the case of major changes, we will inform you in writing that a new version of the terms of service has come into effect. The classification of a change as minor or major is at the sole discretion of the Consultant.

Marketing Rights

The Consultant does not enter into restrictive covenants with the client, unless explicitly specified in the service proposal. The Consultant is free to provide services to other clients, including clients that may be in competition with the client, and the client is free to engage other Consultants to provide services similar to the services provided by the Consultant.

Subject to this Agreement, the Client hereby grants the Consultant a non-exclusive, royalty-free license to use the Client's name, logo, and the general nature of the consulting relationship between the Client and the Consultant for marketing, promotional, and case study purposes. Such use includes listing the Client as a customer of the Consultant on its website, in presentations, and marketing materials. The Consultant agrees to adhere to the Client's brand guidelines and to obtain the Client's prior written consent for any use beyond the general nature of the consulting relationship or where specific outcomes, metrics, or confidential information might be disclosed. The Client retains the right to revoke this license at any time by written notice to the Consultant should the usage not align with the Client's brand guidelines or privacy policies.

Payment

The client will pay the Consultant for the services in accordance with the payment terms specified in the service proposal. The client will pay the Consultant for the services within 30 days of the date of the invoice. The client will pay the Consultant for the services in full without any set-off, counterclaim, deduction, or withholding (except for any deduction or withholding required by law).

If the client fails to make any payment due to the Consultant under this agreement by the due date for payment, then, without limiting the Consultant's remedies under this agreement, the client will pay interest on the overdue amount at the rate of 8% per annum above the European Central Bank's base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The client will pay the interest together with the overdue amount. During this period, the Client agrees to work with the Consultant and understands that their continued access to the Services under this Agreement depends on the Client's ability to resume payments. If payments are not resumed within a reasonable time period, as determined by the Consultant, the Consultant may terminate the Client's access to the Services.

Any and all bank, transaction, or exchange fees, or similar costs incurred in the payment process, shall be the responsibility of the client. The client is responsible for ensuring that they provide accurate and up-to-date payment information to the Consultant to avoid payment delays or discrepancies. Similarly, the Consultant will provide accurate and up-to-date payment information to the client to avoid payment delays or discrepancies.

Termination

We may terminate or suspend access to our Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms, unless otherwise specified in the service proposal. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

In the event of the Consultant terminating or suspending a Client's agreement before the end of the term, the client is obligated to pay the remaining service fee up to the date of termination. The Consultant also reserves the right to restrict the Client access to only a subset of the Services, without notice or liability. In the event of partially or fully restricting the Client access to our Services, the Client is obliged to pay the full rate as long as the Consultant is providing any access to any subset of the Services or is otherwise providing services or working on restoring the Client's access to any subset of the Services.

The Consultant makes no obligation or guarantee to store the Client's information for any period of time after the term of this engagement. The Consultant reserves the right to delete all data related to the Client upon termination of the engagement, at which point the Client may no longer request a copy of their data. In the event that the Client becomes insolvent, the Consultant reserves the right to terminate the Client's access to the Services immediately, without prior notice or liability.

Upon termination of this Agreement, the Client shall immediately cease all use of the Services and shall promptly return to the Consultant or, at the Consultant's option, destroy all copies of the Consultant's Confidential Information in the Client's possession or control. The Client shall certify in writing to the Consultant that it has complied with the requirements of this paragraph within 10 days of the termination of this Agreement. Provisions in this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Legal Notices

Any notices required or permitted under this Agreement shall be in writing and sent to the email address associated with the Client's account. The Client shall promptly notify the Consultant of any changes to or loss of access to the email address associated with their account. Notices sent to the email address associated with the Client's account shall be deemed received upon transmission. It is the responsibility of the Client to ensure that they regularly check their email for notices from the Consultant. Any notice is deemed effective on the day it is sent by email, unless the sending party receives notification that the email was not delivered. If an email is not deliverable, notice will be effective on the day it's delivered via overnight courier, hand delivery, or registered/certified mail with a return receipt requested.

The Client agrees to defend, indemnify, and hold harmless the Consultant, its licensees, licensors, and their employees, contractors, agents, officers, and directors from any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses, including but not limited to attorney's fees, arising out of the Client's use and access to the Services, by the Client or anyone accessing the Services through the Clients B2B or B2B2C services, or resulting from a breach of these Terms.

In the event any provision, paragraph, or part of this Agreement, including but not limited to provisions within the Consultant's other policies, is found to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the parties agree to work together in good faith to amend or replace the invalid or unenforceable provision with a valid one that most closely achieves the original provision's intent and purpose, to the fullest extent permitted by applicable law.

Governing Law

This Agreement, including all terms and conditions and any disputes arising from or related to it, shall be governed by and construed in accordance with the laws of the Netherlands. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Arbitration Rules of the International Chamber of Commerce. The arbitration shall be conducted by one or more arbitrators appointed in accordance with said Rules, and the seat of arbitration shall be in the European mainland Netherlands, chosen at the sole discretion of the Consultant. The arbitration proceedings shall be conducted in English.

The parties commit to equally share the costs of arbitration, unless the arbitrators decide otherwise. Any award made by the arbitrators shall be final and binding on both parties, and judgment on the award may be entered in any court having jurisdiction over the matter. This provision for arbitration does not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Furthermore, these Terms shall take precedence in the event of any conflict with provisions or paragraphs of other the Consultant policies and the parties irrevocably submit to the exclusive jurisdiction of the courts in the Netherlands for any matters not subject to arbitration as outlined herein.