General Terms and Conditions

1. Definitions

• Client: the organisation that engages Space to Grow.
• Participant: a person taking part in a Service at the Client's request, such as an employee or candidate.
• Services: all services of Space to Grow, such as organisation scans, individual behavioural profiles, person-role matching, feedback conversations, sessions, reports and advice, and use of the online platform. The Quote sets out exactly which services are delivered and under which product name. These terms also apply to services added later or renamed.
• Report: any output Space to Grow delivers, such as a profile, organisation report or advice.
• Methodology: the approach, questionnaires, models, archetypes, texts and software behind the Services, including the AURA methodology.
• Quote: Space to Grow's proposal setting out the Services, timeline and price.
• Agreement: the signed Quote or order confirmation, these terms and the data processing agreement.

2. Applicability

1. These terms are part of every Agreement. The Client's purchasing or other terms do not apply.
2. Deviations are only valid if agreed in writing. Email counts as writing.
3. If documents conflict, this order applies: (a) the signed Quote or order confirmation, (b) the data processing agreement, where personal data is concerned, (c) these terms.
4. If a provision is invalid, the rest still applies. We then agree a replacement that comes as close as possible to the original intent.

3. Quote and formation

1. A Quote is non-binding and valid for 30 days, unless it states otherwise.
2. The Agreement starts when the Client signs or confirms the Quote in writing, or when Space to Grow starts the work.
3. Changes or extensions are first agreed separately, including their effect on timeline and price.

4. Performance

1. Space to Grow performs the work carefully and to the best of its ability. This is a best-efforts obligation, not a promise of a specific result.
2. Space to Grow decides how the work is carried out, and which certified specialists support it.
3. Reports give insight into behaviour, drivers and how an organisation functions. They are a basis for conversation and development. They are not a medical or psychological diagnosis, and must not be the only basis for decisions on hiring, assessment, promotion or dismissal. Those decisions and their consequences always remain the Client's responsibility.
4. Timelines in the Quote are targets, not hard deadlines, unless agreed otherwise in writing. If a timeline is at risk, Space to Grow will say so as soon as possible.
5. Space to Grow may maintain, improve or change the platform. We plan maintenance so that running assignments are affected as little as possible. We do not guarantee that the platform is always available or free of faults.

5. Client obligations

1. The Client provides the information and cooperation needed, on time, such as participant lists, contact persons and scheduling. That information must be accurate and complete.
2. The Client informs Participants in advance about the purpose of the process, and about who will see their results.
3. The Client uses platform login details only within its own organisation, and keeps them confidential.
4. If late, incorrect or incomplete cooperation causes extra work or delay, Space to Grow may charge the extra costs and adjust the timeline.

6. Rescheduling and cancellation

1. A feedback conversation or session can be rescheduled or cancelled free of charge up to 2 working days in advance. After that, the full fee for that conversation or session is charged.
2. A no-show by a Participant counts as a late cancellation.
3. If the Client cancels the whole assignment before it is finished, the Client pays for work already done, costs already incurred, and 25% of the part of the assignment not yet carried out.

7. Prices and payment

1. Prices are set out in the Quote. They are in euros and exclude VAT, and, unless stated otherwise, also exclude travel and venue costs.
2. Space to Grow may adjust its prices once a year, on 1 January. Signed assignments keep the agreed price.
3. Space to Grow invoices as set out in the Quote. If the Quote says nothing, 50% is invoiced at the start and 50% when the report is delivered.
4. Invoices are payable within 14 days of the invoice date.
5. If payment is late, the Client is in default without further notice. Space to Grow may then charge statutory commercial interest and suspend the work until payment is made.
6. If Space to Grow has to use a collection agency, the Client pays the extrajudicial collection costs, in line with the statutory scale.

8. Intellectual property

1. All rights in the Methodology, platform, questionnaires, models, texts, report formats and approach stay with Space to Grow.
2. After payment, the Client may use the reports within its own organisation, for the purpose stated in the Quote. This right of use cannot be transferred.
3. Without written permission, the Client may not publish, sell, pass on or copy reports, questionnaires or parts of the Methodology. Nor may it use them to build or train its own instrument or a competing service, for example with AI.
4. Space to Grow may use anonymised data, which cannot be traced to individuals or to the Client, to improve and validate the Methodology.

9. Confidentiality

1. Both parties keep each other's confidential information secret, also after the Agreement ends. This does not apply where the law or a court requires disclosure.
2. Space to Grow only names the Client as a reference, for example with its logo or name, with the Client's prior permission.

10. Privacy

1. In processes involving employees or candidates, the Client is the controller and Space to Grow the processor. The arrangements are set out in the data processing agreement in Annex 1 to these terms.
2. The Client ensures a valid legal basis for involving Participants, and informs them as the GDPR requires.
3. How Space to Grow handles personal data is set out in the privacy statement at spacetogrow.nl/privacy.

11. Liability and complaints

1. Space to Grow is only liable for direct damage caused by an attributable failure. The maximum is the amount the Client paid for the assignment concerned, capped at what was invoiced in the last 12 months.
2. Space to Grow is never liable for indirect damage, such as consequential loss, lost profit, lost savings, loss of data, or damage resulting from decisions the Client takes based on a report.
3. These limits do not apply in case of intent or deliberate recklessness by Space to Grow.
4. The Client reports complaints about a service or report in writing within 30 days of delivery. A complaint does not suspend payment.
5. A claim against Space to Grow lapses if it is not made within one year after the Client knew, or could have known, of the damage.

12. Force majeure

1. In case of force majeure, Space to Grow does not have to meet its obligations for as long as the force majeure lasts. This includes illness of the specialist carrying out the work, outages at hosting or internet providers, and failures by suppliers.
2. If force majeure lasts longer than 2 months, either party may end the Agreement in writing. Work already delivered is paid for pro rata.

13. Term and termination

1. The Agreement ends when the assignment is completed, or at the end of the term stated in the Quote.
2. Either party may end the Agreement with immediate effect, without court involvement, if the other party goes bankrupt, is granted a suspension of payments, or fails to meet a material obligation and does not remedy this within a reasonable period after written notice.
3. Provisions that by their nature continue after the Agreement ends remain in force. These include intellectual property, confidentiality and liability.

14. Governing law

1. Dutch law applies to these terms and the Agreement.
2. We first try to resolve disputes together. If that fails, they go to the competent court in the district where Space to Grow is established.
3. Space to Grow may change these terms. A new version applies to new Agreements. For running Agreements, a new version only applies once the Client has accepted it.