Terms and Conditions
Article 1 – Definitions
1. Balancify: the trade name under which the company operates, registered in the Netherlands Chamber of Commerce under number 92352154, and in this document referred to as Balancify.
2. Client: the individual or organisation that enters into an Agreement with Balancify, negotiates such an Agreement, requests a quotation from Balancify, or receives one.
3. Agreement / Engagement: the binding arrangement between Balancify and the Client, in any form, including any amendments and additions, as well as any assignment arising from that Agreement.
4. Services / Work: all activities performed by Balancify on the basis of an assignment, Agreement, or quotation.
Article 2 – Applicability
1. These general terms and conditions apply to all offers, quotations, assignments, legal relationships and agreements under which Balancify undertakes or will undertake work for a Client, as well as to all work resulting therefrom.
2. The terms and conditions are available on Balancify’s website and take effect upon entering into the Agreement. Deviations or additions are only valid if agreed in writing.
3. In the event of any conflict between these terms and conditions and the engagement confirmation, the provisions of the engagement confirmation shall prevail.
4. These terms also apply to any agreements between the Client and a third party engaged by Balancify in connection with the assignment.
5. Balancify expressly rejects the applicability of any terms and conditions of the Client.
6. The Agreement, together with these general terms, constitutes the full understanding between Balancify and the Client concerning the Services for which the Agreement is concluded. All prior proposals or arrangements relating to this subject are superseded.
Article 3 – Quotations and Offers
1. All offers and quotations from Balancify are non-binding and valid for 30 days unless otherwise stated in writing. Prices are exclusive of VAT and may change due to unforeseen circumstances.
2. If a quotation or offer contains a non-binding proposal and the Client accepts it, Balancify has the right to withdraw the offer within 3 working days of receiving the acceptance.
3. Balancify is not bound by any offer if the Client could reasonably have understood that it contained an error or mistake.
4. Oral offers or quotations are not binding unless confirmed in writing or by email by Balancify.
5. If Balancify has already performed Services based on specific Client instructions that cannot be cancelled, Balancify is entitled to charge the full quoted amount to the Client.
Article 4 – Agreement
1. An Agreement is established when it is confirmed and accepted by Balancify, or when Balancify explicitly begins executing the work.
2. An Agreement may be entered into for a fixed or indefinite term.
3. Parties agree that an Agreement can be validly concluded through electronic communication, without the need for a signature.
4. Assignments are performed solely for the benefit of the Client; third parties have no rights arising from the work performed.
5. If multiple persons represent the Client, they are jointly and severally liable for compliance with the Agreement. If the Agreement is entered into on behalf of the Client by a third party, that third party guarantees that the Client has accepted these terms.
6. Balancify is entitled to engage third parties to perform the Agreement.
7. The Client may not transfer any rights or obligations under the Agreement to third parties without Balancify’s prior written consent. Balancify may attach conditions to such consent. The Client remains jointly and severally liable for compliance with the Agreement and these terms, even if a third party is involved.
8. Balancify may refuse or suspend an Agreement for reasons including the nature or content of the work, technical limitations, non-payment, or potential conflicts of interest.
9. The Client is responsible for the accuracy and completeness of all information provided to Balancify. Balancify is not obliged to verify this information or to inform the Client of any changes. The Client must promptly notify Balancify of any updates. If the Client fails to do so, Balancify may suspend performance until the required information is received, without being liable for any damages.
Article 5 – Content and Modification of the Agreement
1. The Client is responsible for any misunderstandings regarding the content or performance of the Agreement that arise from incorrect, incomplete, delayed or missing documents, data or information provided to Balancify — whether orally or through digital means such as phone, email, or WhatsApp.
2. Advice or information from Balancify that does not directly relate to the Agreement does not grant the Client any rights.
3. The Client may not modify the Agreement, in whole or in part, without Balancify’s prior written consent. Any additional costs resulting from such modifications may be charged to the Client. The Client is fully liable for any consequences of such modifications toward third parties and indemnifies Balancify against any related claims.
4. Cancellation of the Agreement, in whole or in part, is only permitted with Balancify’s prior written consent.
5. If cancellation is approved in writing, Balancify reserves the right to charge compensation for any loss, lost profit or costs already incurred. The Client is fully liable for the consequences of the cancellation toward third parties and indemnifies Balancify accordingly.
6. If, during the execution of the Agreement, it becomes apparent that modifications or additions are necessary for proper performance, Balancify will inform the Client. Balancify cannot be held liable for any resulting damages. The Client acknowledges that such changes may affect schedules and completion dates. Any new deadlines will replace previous ones. Balancify will notify the Client in advance of any financial or qualitative consequences of such changes.
Article 6 – Fees
1. All prices stated by Balancify are in euros (€) and exclusive of VAT and other government levies, unless explicitly agreed otherwise in writing.
2. Unless otherwise agreed, work performed by Balancify will be invoiced monthly at a fixed fee. Payment is not dependent on the results of the Services unless otherwise stated in writing. Travel time and accommodation expenses, if applicable, will be invoiced separately.
3. If an hourly rate has been agreed, the costs of the Services will be charged afterwards based on a time specification prepared by Balancify.
4. Balancify has the right to request an advance payment. Failure to pay the advance in time may be grounds for Balancify to suspend the Services.
5. If prices change after the Agreement has been concluded, Balancify is entitled to adjust the agreed rate accordingly, unless explicitly agreed otherwise. The Client has the right to terminate the Agreement early on this ground, observing the notice period set out in these terms.
Article 7 – Payment
1. Payment of invoices must take place via automatic direct debit initiated by Balancify to the Client’s designated bank account. No discounts or set-offs are permitted unless agreed in writing.
2. If the direct debit fails, the Client must pay the invoice within seven (7) days. In case of default, the Client will be in breach by operation of law. From that moment, Balancify is entitled to charge the statutory (commercial) interest from the due date, without prior notice of default. Balancify may also suspend further Services immediately.
3. All judicial and extrajudicial collection costs are at the Client’s expense, including out-of-court costs set at a minimum of 15% of the amount due, with a minimum of €250.
4. If the Client’s financial position or payment behaviour gives Balancify reason to doubt compliance, Balancify may require additional security in a form it deems appropriate. If the Client fails to provide such security, Balancify may immediately suspend its Services, making all outstanding amounts payable at once.
5. Where multiple Clients jointly commission Services, they are jointly and severally liable for full payment of the invoice, including any interest and costs, to the extent the work benefits them collectively.
Article 8 – Execution of the Agreement
1. Balancify determines how and by whom the Agreement is carried out. Wherever possible, Balancify will consider reasonable and timely instructions from the Client regarding performance.
2. Balancify will carry out the Services to the best of its ability and with due professional care but does not guarantee any specific result.
3. Balancify may, at its discretion, have certain work performed by another professional or third party without prior notice or explicit approval from the Client.
4. Balancify performs the Agreement in accordance with applicable professional and ethical standards and legal requirements. A copy of these standards can be provided on request. The Client must also respect any obligations arising from these rules and laws.
5. Any work performed for the Client’s business or profession that falls outside the agreed Services is deemed a separate engagement.
6. Deadlines specified in the Agreement are indicative and not strict (“fatal”) deadlines. Missing such a deadline does not constitute default or justify termination. A deadline will only be considered binding if explicitly agreed in writing.
7. The Services are not specifically intended to detect fraud unless explicitly stated in writing. If Balancify discovers indications of fraud, it will report them to the Client, subject to legal and professional obligations.
8. Documents and information are transmitted electronically unless otherwise agreed.
Article 9 – Advice
1. If included in the Agreement, Balancify may provide advice, action plans, reports, schedules, and/or summaries as part of its Services. These are advisory in nature and not binding. The Client remains fully responsible for deciding whether or not to follow any advice provided.
2. Any advice issued by Balancify, in any form, shall not be considered formal legal or tax advice. If the Client interprets such advice as legal and/or fiscal guidance, the Client must first consult a qualified specialist (such as a tax advisor or lawyer).
3. The Client is obliged to review and respond to any proposals or advice provided by Balancify upon request. Delays caused by the Client’s failure to respond may result in postponed Services, for which the Client is responsible.
4. The nature of Balancify’s work means that results may depend on external factors such as the quality, accuracy, and timely delivery of information and data provided by the Client or its staff. The Client guarantees the quality, timeliness, and completeness of such data.
5. The Client must inform Balancify in writing, prior to the start of the Services, of all relevant circumstances and priorities that may influence the work.
Article 10 – Complaints
1. If a Client has any complaint about the performed work or the invoiced amount, it must be submitted to Balancify in writing or electronically within ten (10) working days of receiving the relevant documents or information. If the Client only discovers the issue later, they must notify Balancify within ten (10) working days of discovery, provided they could not reasonably have detected it earlier.
2. A complaint does not suspend the Client’s payment obligations.
3. If a complaint is found to be justified and submitted on time, the Client may choose one of the following remedies: (1) correction or re-execution of the work at no additional cost, (2) reduction of the agreed hourly rate, or (3) partial refund if Balancify is no longer required to continue the work.
Article 11 – Liability and Damages
1. Balancify is liable to the Client only for direct damages arising from an attributable failure in performing the Agreement. Such liability is limited to the amount paid out under Balancify’s professional liability insurance. If the insurer does not cover the damages for any reason, liability is limited to the total fee charged for the relevant engagement. For ongoing agreements exceeding one year, this amount is capped at three times the annual fee invoiced to the Client in the twelve months prior to the incident. In all cases, compensation shall not exceed €2,000 per event (a series of related events counts as one), unless otherwise agreed in writing.
2. Balancify is not liable for any damages caused by incorrect or incomplete information or documents supplied by the Client, or for actions or omissions by the Client. Nor is Balancify liable for damages arising from actions or omissions of third parties engaged by Balancify, including its employees or affiliated organisations. Balancify is not liable for business interruption, indirect, or consequential losses suffered by the Client due to delayed or incomplete performance of the Services.
3. Balancify always has the right to repair or remedy any damage, if possible, in order to reduce or reverse the Client’s loss.
4. During the execution of the Agreement, both Balancify and the Client may communicate electronically. Neither party is liable for damages resulting from electronic communication failures, except in cases of intent or gross negligence. Both parties shall take reasonable measures to minimise these risks. Data extracted from Balancify’s systems constitutes conclusive evidence of electronic communications, unless proven otherwise.
5. The Client indemnifies Balancify against all third-party claims arising from the performance of the Agreement. This includes claims from shareholders, directors, employees, or affiliated companies of the Client. In particular, the Client indemnifies Balancify against claims resulting from incorrect or incomplete data provided by the Client, unless the Client proves that the issue was not due to its own fault or negligence.
6. The Client also indemnifies Balancify against any third-party claims arising if Balancify is legally or professionally obliged to disclose information obtained during the engagement, or to cooperate with authorities requesting such information.
Article 12 – Force Majeure
1. If either party cannot meet its obligations under the Agreement on time or properly due to circumstances beyond its control (as defined in Article 6:75 of the Dutch Civil Code), such obligations shall be suspended until performance becomes possible again.
2. In the event of force majeure, both parties have the right to terminate the Agreement in whole or in part with immediate effect and without any right to damages.
3. If Balancify has already partially fulfilled its obligations at the time of force majeure, it is entitled to invoice the completed portion separately. The Client must pay this invoice as if it were a separate agreement.
Article 13 – Duration and Termination of the Agreement
1. Both the Client and Balancify may terminate the Agreement, either during the term or at the end of the contract period, with one (1) month’s written notice. If the Agreement ends before all work is completed, the Client must pay for all hours already worked by Balancify.
2. In the event of early termination by the Client, Balancify is entitled to compensation for proven loss of capacity, as well as reimbursement for additional costs incurred and any cancellation fees from third parties engaged by Balancify.
3. If Balancify terminates the Agreement early, the Client is entitled to Balancify’s reasonable cooperation in transferring work to a third party. This right does not apply if the termination results from the Client’s intent or gross negligence. Cooperation is only required after all outstanding invoices and advances have been paid in full.
4. Unless otherwise expressly agreed, Balancify may terminate the Agreement immediately, without prior notice or court intervention, if the Client fails to meet its obligations under the Agreement or these terms, or if Balancify reasonably believes that the Client can no longer meet its payment obligations.
Article 14 – Intellectual Property Rights
1. The performance of the Services by Balancify does not entail any transfer of intellectual property rights. All such rights created or arising during or as a result of the Services remain the exclusive property of Balancify.
2. The Client may not copy, disclose, or exploit any materials or works owned by Balancify or licensed to it without prior written consent. This includes, but is not limited to, software, system designs, methodologies, reports, templates, contracts, macros, and other intellectual creations.
3. The Client may not provide these materials to third parties without Balancify’s written consent, except when seeking an expert opinion on Balancify’s performance. In such cases, the Client must ensure that those third parties are bound by the same confidentiality and use restrictions set out in this article.
Article 15 – Privacy, Data Processing and Security
1. Balancify handles all (personal) data of the Client with care and only processes it in accordance with its Privacy Policy.
2. The Client is responsible for any data processed using Balancify’s Services. The Client also guarantees that the content of such data is lawful and does not infringe the rights of third parties. The Client indemnifies Balancify against any claims relating to such data or its processing.
3. Where Balancify is responsible for data security under the Agreement, it will implement measures consistent with the agreed specifications and a level of protection that is reasonable in light of current technology, the sensitivity of the data, and the costs involved.
4. The risk of loss, theft, unauthorised access or damage to goods, data (including usernames, codes, and passwords), documents, software or files created, delivered, or used in connection with the Agreement passes to the Client once they come under the Client’s actual control or that of a third party acting on its behalf.
Article 16 – Confidentiality
1. Balancify shall maintain strict confidentiality towards third parties not involved in the performance of the Agreement. This obligation covers all confidential information provided by the Client, as well as any results derived from it. The confidentiality obligation does not apply where Balancify is legally or professionally required to disclose information, or where the Client has released Balancify from this duty. Internal consultations within Balancify are permitted if necessary for proper performance or compliance with legal obligations.
2. Balancify may use anonymised numerical data resulting from its work for statistical or comparative purposes, provided such data cannot be traced back to any individual Client.
3. Balancify may only use the information obtained from the Client for other purposes if it is necessary for (a) internal analysis as described in paragraph 2, or (b) Balancify’s own defence in disciplinary, administrative, civil, or criminal proceedings.
4. Without Balancify’s explicit written consent, the Client may not disclose or share the content of Balancify’s advice, opinions, or other communications with third parties, unless this arises directly from the Agreement, is required for an independent review of Balancify’s work, or where the Client is legally obligated to do so.
Article 17 – Applicable Law and Jurisdiction
1. The Agreement is governed by Dutch law.
2. All disputes arising from or relating to the Agreement shall be submitted exclusively to the competent court in the district where Balancify is established.
3. The above provisions do not affect the Client’s right to submit a dispute to the Dutch Disputes Board (Raad voor Geschillen) and/or to file a formal complaint directly with Balancify or its designated Complaints Committee.
Article 18 – Amendments and Interpretation of the Terms
1. If any provision of these general terms and conditions, or of the underlying Agreement, is wholly or partially invalid, unenforceable, or void under any law or court ruling, the remaining provisions shall remain fully in effect.
2. If a clause is invalid but would be valid with a narrower scope or meaning, that clause will automatically apply with the broadest limitation necessary to make it legally valid.
3. Without prejudice to paragraph 2, the parties may consult each other to agree on new provisions to replace the invalid or void ones, aiming to preserve the intent and purpose of the original clauses as closely as possible.
4. All Agreements between the Client and Balancify to which these terms apply are governed by Dutch law.
5. Any disputes arising from Agreements governed by these terms will be settled by the competent court in the district where Balancify is located, unless the dispute does not relate to the Client’s business or professional activities.
6. As an exception to paragraph 5, the Client and Balancify may jointly decide to resolve disputes through an alternative dispute resolution method.
