General Terms and Conditions Handpopcoach.nl (Helen Meurs BV) Established on November 18, 2019.

General Terms and Conditions Handpopcoach.nl and helenmeurs.nl, (Helen Meurs BV), located at Sabal Palm 80 in Kralendijk, registered with the Chamber of Commerce Bonaire under number 12555.

Definitions In these General Terms and Conditions, the following terms are used in the following meaning, unless expressly stated otherwise.

General Terms and Conditions: The General Terms and Conditions as stated below.

Handpopcoach.nl, helenmeurs.nl: Helen Meurs BV, registered with the Chamber of Commerce Bonaire under number 12555.

Company: The Client acting in the course of a company or profession.

Consumer: The Client not acting in the course of a company or profession.

Service: All activities, in any form, carried out by Helen Meurs BV for or on behalf of the Client.

Distance Service: The Agreement between the counterparty and Helen Meurs BV, whereby, within the framework of a system for distance service organized by Helen Meurs BV, the conclusion of the agreement is exclusively made using one or more techniques for communication at a distance, such as a website, telephone, or other communication means.

Fee: The financial compensation agreed upon for the execution of the assignment with the Client.

Assignment: The Agreement for service provision.

Client: The party who has accepted the validity of these General Terms and Conditions and has given an assignment for the provision of the service. The term Client refers to both Consumers and Companies.

Agreement: Any agreement concluded between Helen Meurs BV and the Client.

Scope

These General Terms and Conditions apply to every offer, quotation, and Agreement concluded between Helen Meurs BV and the Client, unless expressly and in writing deviated from these General Terms and Conditions by the parties. These General Terms and Conditions also apply to Agreements with Helen Meurs BV, for the execution of which third parties need to be involved. The applicability of any purchasing or other General Terms and Conditions of the Client is expressly rejected. If it is found that one or more provisions in these General Terms and Conditions are void or voidable, the remaining provisions of the General Terms and Conditions shall remain in full force and effect. In this situation, Helen Meurs BV and the Client shall enter into consultation with the aim of agreeing on new provisions to replace the void or voidable provisions. Deviations from the Agreement and General Terms and Conditions are only valid if they have been agreed upon in writing and explicitly with Helen Meurs BV. If Helen Meurs BV does not insist on strict compliance with these conditions at all times, this does not mean that the provisions thereof are not applicable, or that Helen Meurs BV would lose any right to demand strict compliance with the provisions of these conditions in other cases.

Helen Meurs BV

Helen Meurs BV is a company that specializes in training and coaching professionals who aim to enhance communication and interaction with children through the use of a pedagogical hand puppet.

The Services provided by Helen Meurs BV include personal guidance, workshops, webinars, courses, and a hand puppet coach training program.

The Services are offered as on-site activities, online services, or blended learning programs.

Offers and Quotations

Offers and quotations are made in writing and/or electronically unless urgent circumstances make this impossible.

All offers and quotations from Helen Meurs BV are valid for the period stated in the offer or quotation. The offer or quotation expires once this period has elapsed.

The offers and quotations are valid as long as there are available slots.

Helen Meurs BV cannot be held to its offers or quotations if the Counterparty, based on reasonableness and fairness and the generally accepted views in society, should have understood that the offer or quotation, or a part thereof, contains an obvious mistake or typographical error.

If the acceptance, whether or not on minor points, deviates from the offer or quotation included in the offer, Helen Meurs BV is not bound by it. The Agreement will not be concluded in accordance with this deviating acceptance, unless Helen Meurs BV indicates otherwise.

A composite quotation does not oblige Helen Meurs BV to deliver a portion of the goods included in the offer or quotation at a corresponding part of the price quoted.

The offers and quotations do not automatically apply to future orders or reorders.

Formation of Agreement

The Agreement is concluded by the timely acceptance by the Client of the offer or quotation from Helen Meurs BV. In the case of the hand puppet coach training: After signing the agreement, the Client has a reflection period of 15 days. This reflection period also applies when the Client books the training and their company/employer pays for it. If a company or organization is the Client entering into the agreement, no reflection period applies.

Duration of Agreement The Agreement is entered into for an indefinite period, unless the nature of the Agreement dictates otherwise or unless expressly agreed otherwise in writing by the parties.

Termination of Agreement

Helen Meurs BV and the Client can terminate the Agreement at any time by mutual agreement. Both Helen Meurs BV and the Client can terminate the Agreement at any time, subject to a notice period of 1 month.

Cancellation of Agreement

The Counterparty has the right to cancel the Agreement. In the event of cancellation by the Counterparty, unless otherwise agreed, the following provisions apply: a: In the case of cancellation more than four weeks before the agreed start of the service, Helen Meurs BV will refund the amount already paid by the Counterparty within 15 days, minus €50 cancellation fee. b: In the case of cancellation less than four but more than two weeks before the agreed start of the service, the Counterparty will receive a 50% refund of the paid amount within 15 days. c: In the case of cancellation less than two weeks before the agreed start of the service, no refund will be given. Unless otherwise agreed, the Counterparty may replace the cancellation with another person participating in the agreed service. The terms agreed with the Counterparty remain applicable in that case. Helen Meurs BV is entitled to cancel the agreed service if the pre-announced minimum number of participants is not reached. The Counterparty will receive a refund of the amount already paid by them within 15 days.

Modification of Agreement

If it becomes apparent during the execution of the Agreement that it is necessary to modify or supplement the Agreement for proper implementation, Helen Meurs BV will inform the Client as soon as possible. The parties will then proceed to adjust the Agreement in a timely manner through mutual consultation.

If the parties agree to modify or supplement the Agreement, the completion time of the execution may be affected. Helen Meurs BV will inform the Client of this as soon as possible.

If the modification or supplement to the Agreement will have financial, quantitative, and/or qualitative consequences, Helen Meurs BV will inform the Client in advance.

If a fixed Fee has been agreed upon, Helen Meurs BV will indicate to what extent the modification or supplement of the Agreement will affect the price. Where possible, Helen Meurs BV will provide a price quote in advance.

Helen Meurs BV cannot charge any additional costs if the modification or supplement is a result of circumstances attributable to Helen Meurs BV.

Changes to the original Agreement between the Client and Helen Meurs BV are only valid from the moment these changes are accepted in writing by both parties through a supplementary or amended Agreement.

Execution of Agreement

Helen Meurs BV will execute the Agreement to the best of its knowledge and abilities and in accordance with the requirements of good professional practice.

Helen Meurs BV has the right to have certain tasks performed by third parties. The application of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is explicitly excluded.

Helen Meurs BV has the right to execute the Agreement in phases.

If the Agreement is executed in phases, Helen Meurs BV has the right to invoice and demand payment for each completed part separately. If and as long as the Client fails to pay this invoice, Helen Meurs BV is not obliged to proceed with the next phase and has the right to suspend the Agreement.

If the Agreement is executed in phases, Helen Meurs BV has the right to suspend the execution of those parts that belong to the next phase or phases until the Client has approved the results of the preceding phase in writing.

The Client shall provide all necessary data or instructions in a timely manner, which are necessary for the execution of the Agreement or which the Client reasonably understands to be necessary for the execution of the Agreement, to Helen Meurs BV.

If the aforementioned data and instructions are not provided or not provided in a timely manner, Helen Meurs BV has the right to suspend the execution of the Agreement. The additional costs incurred due to the delay shall be borne by the Client.

Honorarium

Regarding the Client in the capacity of a Consumer, the Honorarium and/or rates are expressed in euros, including VAT and other government levies, unless otherwise indicated.

Regarding the Client in the capacity of a Company, the Honorarium and/or rates are expressed in euros, excluding VAT and other government levies, unless otherwise indicated.

The prices are exclusive of travel, accommodation, packaging, delivery, or shipping costs, and administrative fees, unless otherwise indicated.

If no specific Honorarium has been agreed upon, the Honorarium will be determined based on the actual hours spent and the customary hourly rates of Helen Meurs BV.

Helen Meurs BV will provide a statement or information regarding all additional costs to the Client in a timely manner before concluding the Agreement, enabling the Client to calculate these costs.

Modification of Honorarium

If Helen Meurs BV agrees to a fixed Honorarium when concluding the Agreement, Helen Meurs BV is entitled to increase this Honorarium, even if the Honorarium was not originally given with reservation.

If Helen Meurs BV intends to modify the Honorarium, it will inform the Client as soon as possible.

If the increase of the Honorarium takes place within 3 months after concluding the Agreement, the Client may terminate the Agreement by means of a written declaration, unless:

The increase results from a power or obligation imposed on Helen Meurs BV by law;

The increase is caused by a rise in the price of raw materials, wages, etc., or other grounds that were not reasonably foreseeable at the time of entering into the Agreement;

Helen Meurs BV is still willing to execute the Agreement based on the originally agreed terms;

It has been stipulated that the execution will take place more than 3 months after concluding the Agreement.

The Client has the right to terminate the Agreement if the Honorarium is increased more than 3 months after concluding the Agreement, unless it has been agreed upon that the execution will take place more than 3 months after concluding the Agreement.

Helen Meurs BV will notify the Client of the intention to increase the Honorarium, specifying the extent and the effective date of the increase.

Remote service/provision of services

This provision applies only to the Counterparty in the capacity of a Consumer.

In the case of Distance Services, Helen Meurs BV has the right to require the Counterparty to make an advance payment of up to 50 percent of the price.

In the case of Distance Services, the Counterparty has the right to revoke the Agreement within 14 calendar days after its conclusion, without stating reasons.

If Helen Meurs BV has not fulfilled its duty to provide information or has not provided the data in the correct form, the Counterparty has the right to terminate the Agreement within 1 year after receiving the goods delivered by Helen Meurs BV or after the conclusion of the agreement, without stating reasons. If Helen Meurs BV fulfills the duty to provide information within 1 year, the period of 14 calendar days starts to run from the day after it fulfills that duty.

The Counterparty can revoke the Agreement using the standard withdrawal form provided by Helen Meurs BV or in any other manner chosen by the Counterparty.

The right of withdrawal expires once the Service has been fully performed. Additionally, the right of withdrawal expires if Helen Meurs BV has commenced the execution of the Service with the explicit prior consent of the Counterparty and if the Counterparty has acknowledged that they will lose their right of withdrawal once Helen Meurs BV has fully performed the Service.

If the Counterparty has exercised their right of withdrawal, Helen Meurs BV will refund the full amount paid, including the paid shipping costs, no later than 14 calendar days after the termination of the Agreement.

- The provisions in this article do not apply if the Agreement relates to:

- Immovable property;

- Financial services;

- Services related to accommodation, transport, hospitality industry;

- Services performed on a specific date or during a specific period;

- Newspapers and magazines, including newsletters and rapid news communications;

- Products and/or services whose price is tied to fluctuations in the financial market over which Helen Meurs BV has no control and which occur within the withdrawal period;

- Sealed products that the Counterparty has opened;

- Hygiene products that the Counterparty has opened;

- Products and/or services that have been delivered within the reflection period with the Counterparty's explicit consent;

- Products and/or services that cannot be returned due to their nature;

- Products and/or services that can spoil or age quickly;

- Products and/or services of a personal nature;

- Custom-made products and/or services.

Payment

Payment is made by means of transfer to a bank account designated by Helen Meurs BV at the time of purchase or delivery, unless otherwise agreed upon.

Transfer is carried out by means of a bank transfer.

Payment after delivery must be made within 14 days after the invoice date, in the manner indicated by Helen Meurs BV and in the currency stated on the invoice, unless otherwise agreed upon.

The Counterparty will receive a payment reminder if payment has not been made within 14 days after the invoice date.

The Client is not authorized to deduct any amount due from the Counterparty based on a counterclaim they assert.

Helen Meurs BV is entitled to invoice the Counterparty for the services performed in the preceding period. Immediately after Helen Meurs BV has performed the services, the Counterparty will receive the invoice.

Helen Meurs BV and the Counterparty may agree that payment will be made in installments in proportion to the progress of the work. If payment in installments has been agreed upon, the Counterparty must pay according to the installments and percentages established in the Agreement.

Objections to the amount of the invoice do not suspend the obligation to make payment.

After 14 days have passed since the invoice date, the Counterparty is in default by operation of law, without notice of default. From the moment of default, the Counterparty is liable to pay interest of 2% per month on the amount due, unless the statutory interest rate is higher. In the event of bankruptcy, suspension of payment, or guardianship, Helen Meurs BV's claims and the Counterparty's obligations towards Helen Meurs BV become immediately due and payable.

Collection Fees:

If the Client is in default or fails to fulfill their obligations in a timely manner, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Client. Helen Meurs BV is entitled to a compensation of 15% of the total outstanding principal sum, with a minimum of €90 for each invoice that is wholly or partially unpaid, unless the Client is a Consumer, in which case the statutory maximum compensation for extrajudicial (collection) costs applies.

Suspension:

If the Client fails to fulfill an obligation under the Agreement, Helen Meurs BV has the right to suspend the performance of the corresponding obligation. Suspension is only permitted in case of partial or inadequate performance, to the extent that the breach justifies it. Furthermore, Helen Meurs BV is authorized to suspend the performance of obligations if any of the following circumstances occur:

After entering into the Agreement, Helen Meurs BV becomes aware of circumstances that give reasonable grounds to fear that the Client will not fulfill their obligations.

The Client was requested to provide security for the satisfaction of their obligations under the Agreement, and such security is not provided or is insufficient.

Circumstances occur that render the performance of the Agreement impossible or that make it unreasonable to expect Helen Meurs BV to uphold the Agreement without modification. Helen Meurs BV reserves the right to claim damages.

Dissolution contract:

If the Client fails to fulfill an obligation under the Agreement, Helen Meurs BV is entitled to terminate the Agreement immediately, unless the breach is of minor significance. Furthermore, Helen Meurs BV is authorized to terminate the Agreement immediately if any of the following circumstances occur:

After entering into the Agreement, Helen Meurs BV becomes aware of circumstances that give reasonable grounds to fear that the Client will not fulfill their obligations.

The Client was requested to provide security for the satisfaction of their obligations under the Agreement, and such security is not provided or is insufficient.

Due to a delay on the part of the Client, it can no longer be reasonably expected that Helen Meurs BV will fulfill the Agreement under the originally agreed conditions.

Circumstances occur that render the performance of the agreement impossible or that make it unreasonable to expect Helen Meurs BV to uphold the Agreement without modification.

The Client is declared bankrupt, files for suspension of payment, requests application of debt rescheduling for natural persons, or faces seizure of all or part of their property.

The Client is placed under guardianship.

The Client deceases. Termination shall occur by means of written notification without judicial intervention. If the Agreement is terminated, Helen Meurs BV's claims against the Client become immediately due and payable. If Helen Meurs BV terminates the Agreement based on the aforementioned grounds, Helen Meurs BV is not liable for any costs or damages. If the termination can be attributed to the Client, the Client is liable for the damages suffered by Helen Meurs BV.

Force Majeure:

A shortcoming cannot be attributed to Helen Meurs BV or the Client if the shortcoming is not due to its fault, nor does it fall under its responsibility according to the law, legal act, or prevailing standards. In this case, the parties are also not obliged to fulfill the obligations arising from the Agreement.

Force majeure, as understood in these General Terms and Conditions, means, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, beyond the control of Helen Meurs BV, and which prevent Helen Meurs BV from fulfilling its obligations.

Examples of circumstances constituting force majeure include exclusion, fire, water damage, natural disasters, or other external calamities, mobilization, war, traffic obstructions, blockades, import or export restrictions, or other government measures, stagnation or delay in the supply of raw materials or machine parts, as well as any circumstance that hinders the normal course of business to an extent that the fulfillment of the Agreement by Helen Meurs BV cannot reasonably be expected by the Client.

Helen Meurs BV also has the right to invoke force majeure if the circumstance preventing (further) fulfillment of the Agreement occurs after Helen Meurs BV should have fulfilled its obligation.

In case of force majeure, the parties are not obliged to continue the Agreement, nor are they liable for any damages.

Both Helen Meurs BV and the Client can suspend the obligations under the Agreement in full or in part during the period of force majeure. If this period lasts longer than 2 months, both parties have the right to terminate the Agreement immediately, without judicial intervention, by means of written notice, without any party being entitled to any compensation.

If the situation of force majeure is temporary, Helen Meurs BV reserves the right to suspend the agreed performance for the duration of the force majeure situation.

In case of permanent force majeure, both parties have the right to terminate the Agreement out of court.

If, at the time of the occurrence of force majeure, Helen Meurs BV has already partially fulfilled or will be able to fulfill its obligations under the Agreement, and the fulfilled or to be fulfilled part has independent value, Helen Meurs BV is entitled to separately invoice the part already fulfilled or to be fulfilled. The Client is obliged to pay this invoice as if it were a separate agreement.

Liability:

The Agreement between Helen Meurs BV and the Client results in an obligation of effort, not an obligation of result. Therefore, Helen Meurs BV guarantees that its performed activities comply with the Agreement and are carried out properly.

Helen Meurs BV is only liable for direct damage resulting from willful recklessness or intent on the part of Helen Meurs BV.

Direct damage is exclusively understood to mean:

-Material damage to the Client's properties;

-Reasonable costs incurred by the Client for the assessment of liability and the extent of direct damage;

-Reasonable costs incurred by the Client that the Client reasonably could and should have made to prevent or limit the damage, provided the Client demonstrates that these costs led to a limitation of direct damage;

-Reasonable costs incurred by the Client in obtaining extrajudicial satisfaction, as referred to in Article 6:96(2)(c) of the Dutch Civil Code.

Helen Meurs BV is never liable for indirect damage, including consequential loss, loss of profit, savings, business interruption, or immaterial damage suffered by the Client.

Helen Meurs BV is not liable for any damage of any kind caused by relying on incorrect and/or incomplete information provided by the Client unless such incorrectness or incompleteness should have been known to Helen Meurs BV.

The limitations of liability stated in this article do not apply if the damage is due to intent or gross negligence on the part of Helen Meurs BV or its supervisory employees.

Helen Meurs BV is not liable for mutilation, destruction, theft, or loss of data or documents.

If Helen Meurs BV were to be liable for any damage, its liability is limited to the amount stated in the invoice or the amount for which Helen Meurs BV's insurance provides coverage, plus the deductible borne by Helen Meurs BV in accordance with the insurance.

The Client must report the damage for which Helen Meurs BV can be held liable to Helen Meurs BV as soon as possible but no later than 10 days after the occurrence of the damage, under penalty of forfeiture of any right to compensation for this damage.

Any liability claim against Helen Meurs BV expires within 1 year after the Client became aware of the damaging event or could reasonably have become aware of it.

Indemnification

The Client indemnifies Helen Meurs BV against any claims from third parties that suffer damages in connection with the execution of the Agreement, which are attributable to the Client. If Helen Meurs BV is held liable by third parties as a result, the Client is obliged to assist Helen Meurs BV both outside and in legal proceedings. All costs and damages incurred by Helen Meurs BV and third parties will be borne by the Client.

Limitation period For all claims against Helen Meurs BV and any third parties engaged by Helen Meurs BV, a limitation period of 1 year applies, deviating from the statutory limitation periods.

Intellectual property

Helen Meurs BV provides workshops and training sessions for which it has developed its own materials. Helen Meurs BV reserves the rights and powers conferred upon it by the Copyright Act and other intellectual property laws and regulations.

Helen Meurs BV retains the right to use the knowledge gained from the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.

Resale and modification

The materials developed by Helen Meurs BV for the provision of its services are unique. The Counterparty is not permitted to copy, make them available to third parties, trade, commercially exploit, or distribute the materials in any other way. The Counterparty is not allowed to create "derivative works" by modifying the materials and subsequently making them available to third parties, trading, commercially exploiting, or distributing them in any other way.

Privacy and cookies

Helen Meurs BV will carefully and confidentially store the data and information provided by the Client. Helen Meurs BV complies with the General Data Protection Regulation (GDPR), which has been in effect since May 25, 2018. Helen Meurs BV will maintain a record of processing activities in accordance with the GDPR. The Client has the right to access, correct, and delete the personal data provided. When visiting the website, Helen Meurs BV may collect information about the Client's use of the website through cookies. The information collected by Helen Meurs BV through cookies may be used for functional and analytical purposes. Helen Meurs BV may only use the Client's personal data for the purpose of fulfilling its delivery obligation or handling a complaint. Helen Meurs BV may only use the Client's personal data for necessary specific purposes. Helen Meurs BV is not allowed to lend, rent, sell, or otherwise disclose the Client's personal data. Helen Meurs BV will not retain the personal data longer than necessary. The Client has the right to file a complaint with the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) regarding their personal data. The Dutch Data Protection Authority is obliged to handle such complaints. The Client agrees that Helen Meurs BV may contact them for statistical research or customer satisfaction surveys. If the Client does not wish to be contacted for research purposes, they can indicate so.

Newsletter

The Counterparty can subscribe to the newsletter. The newsletter keeps the Counterparty informed about the latest news and recent developments. The Counterparty will receive the newsletter by email. The Counterparty can unsubscribe from the newsletter at any time in writing or through the provided hyperlink. They will then no longer receive any messages.

Amendment of General Terms and Conditions

Helen Meurs BV has the right to unilaterally amend these General Terms and Conditions. The changes will also apply to already concluded Agreements. Helen Meurs BV will inform the Client of the changes by email. The changes to the General Terms and Conditions will take effect 30 days after the Client has been notified of the changes. If the Client does not agree with the announced changes, the Client has the right to terminate the Agreement.

Applicable law and disputes

Dutch law exclusively applies to all legal relationships in which Helen Meurs BV is a party. This also applies if an obligation is performed in whole or in part abroad or if the Client has their place of residence abroad. Disputes between Helen Meurs BV and the Counterparty will exclusively be submitted to the competent court in the Gelderland district, unless the law prescribes otherwise.

Kralendijk, Bonaire 15-01-2023