Terms and conditions

Article 1. DEFINITIONS

In these general terms and conditions, the following is understood by:

Documents: all information or data made available by the client to the contractor; all data produced or collected by the contractor in the context of the execution of the agreement or assignment; and all other information of any relevance for the execution or completion of the assignment. The aforementioned information may or may not be stored on (in)tangible data carriers and may or may not be held by third parties.
Intellectual Property: referred to as intellectual property rights, includes all rights of ideas, creations, concepts, and inventions conceived by Trias Vita, which are exclusively reserved to Trias Vita. This concerns the rights protected, among other things, by copyright, design and model rights, trademark law, patents, trade name law, the Dutch Wet bescherming bedrijfsgeheimen (Trade Secrets Protection Act), and/or by registration with the BOIP (Benelux Office for Intellectual Property) I-depot.
Employee: a natural person employed by or associated with the contractor, whether or not based on an employment contract.
Client: the natural person(s) or legal entity(ies) that commissioned the performance of services.
Contractor: the company Trias Vita, which has accepted the agreement or assignment. All agreements are accepted and executed solely by Trias Vita unless Trias Vita explicitly indicates to the client that it will (partially) make use of third-party services.
Agreement or assignment: the agreement of assignment between the contractor (being Trias Vita) and the client regarding the services to be provided.
Trias Vita: the company registered with the Chamber of Commerce under number 80076718.
Services: all tasks and actions to be performed by the contractor towards the client as specified in the assignment and accepted by the contractor, as well as all resulting tasks and actions for the contractor.

Article 2. APPLICABILITY

These general terms and conditions apply to: all offers, quotations, assignments, legal relationships, and agreements, whatever they may be called, upon which the contractor agrees or will agree to perform services for the client, as well as to all services resulting therefrom for the contractor.
Deviations from and additions to the assignment and/or these general terms and conditions are only valid if they have been explicitly and in writing agreed upon in a written agreement or a further confirmation of assignment.
If any provision in these general terms and conditions deviates from a provision in the order confirmation, the provision included in the order confirmation shall apply in the contradiction.
These general terms and conditions also apply to any additional assignments and/or follow-up assignments.
If there is any ambiguity regarding one or more provision in these general terms and conditions and/or a situation arises that is not covered by these general terms and conditions, this/those provision(s) and/or situation should be interpreted ‘in the spirit’ of these terms and conditions.
The contractor hereby explicitly rejects the applicability of the client’s general terms and conditions.
These general terms and conditions can also be invoked by those natural persons and legal entities who may make use of, directly or indirectly, in any manner whatsoever, whether or not based on an employment agreement, are involved in the provision of services to the client by or on behalf of the contractor.

Article 3. CONCLUDE AN AGREEMENT

An agreement is concluded only if it has been accepted in writing by both the contractor and the client through an agreement and/or (additional) order confirmation.
By concluding an agreement in accordance with article 3 paragraph 1, both the client and the contractor also agree to be bound by the then applicable general terms and conditions and privacy statement (or privacy policy) prepared by and/or on behalf of the contractor.
By concluding an agreement as a client, the client thereby declares to have taken note of Trias Vita’s applicable general terms and conditions and privacy policy, to have read them on the website https://triasvita.com or otherwise as mentioned under Article 3, paragraph 4, as well as to understand them and agree upon them.
At the explicit request of the client, the contractor will provide the then applicable general terms and conditions and privacy policy by email and/or on paper.
If the client explicitly requests the contractor to explain the general terms and conditions or the privacy policy (in part), the contractor will comply with this request.
The contractor is authorized to unilaterally modify the general terms and conditions and/or the privacy policy at any time. Adjustments will be communicated to the client, and if applicable any third parties, by the contractor as soon as possible, as long as there is a valid quotation, offer, and/or agreement.

Article 4. QUOTATION AND OFFERS

The contractor’s quotations and offers are non-binding, unless explicitly stated otherwise in the quotation.
The contractor’s quotations and offers are valid for four weeks from the quotation/offer date, unless explicitly stated otherwise in the quotation. After this acceptance period of four weeks has expired, neither the contractor nor the client can derive any rights from it.
The contractor cannot be bound by her quotations or offers if the client can reasonably understand that they are, in whole or in part, the result of an obvious mistake or error.
The contractor always has the right to revoke submitted quotations and offers.
Based on a non-binding quotation, the client cannot enter into an agreement with the contractor for the execution of only part of the services mentioned in the quotation. Upon the client’s request, the contractor will provide a revised quotation with a maximum validity period of two weeks, unless expressly stated otherwise in this revised quotation. Once this two-week acceptance period has expired, neither the contractor nor the client can derive any rights from it.

Article 5. EXECUTION OF THE ASSIGNMENT AND DEADLINES

The contractor conducts the assignment to the best of their ability and in compliance with the applicable laws and regulations.
The contractor determines the way in which the assignment is conducted and by which employee.
If the contractor and the client explicitly agree to modify the agreement in writingin the meantime, the contractor determines the manner and order in which the assignment is conducted, at the then-agreed quotation prices, conditions, and deadlines. The client cannot claim breach of contract if the contractor cannot (immediately) execute the modified agreement, and there is therefore no basis for terminating, cancelling the agreement, and/or claiming costs and/or damages.
The contractor has the right to have services conducted by one or more third parties designated by the contractor. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
The agreement is concluded for an indefinite period unless the nature of the agreement dictates otherwise or if the client and the contractor expressly and in writing agree otherwise.
If a deadline has been agreed upon for the performance of certain services or the delivery of certain services, this shall never be considered a strict deadline. In case of a delay, the client must notify the contractor of the default in writing within 14 days after becoming aware of the contractor’s non-performance. The contractor will then make an offer to the client to still fulfil the agreement within a reasonable period. If the period proposed by the contractor is reasonable and the client does not agree, the client cannot claim a breach of contract and therefore has no grounds to terminate, cancel the agreement, and/or claim costs and/or damages.
If a period or date has been agreed upon between the client and the contractor within which the assignment must be carried out, and the client fails to: (a) make an advance payment – if agreed upon – or (b) provide the necessary documents in a timely, complete manner, in the desired form and in the desired way, then the client and the contractor shall consult on a new period or date within which the assignment must be carried out.

Article 6. LAWS AND REGULATIONS

The client shall provide full cooperation with the obligations that arise for the contractor from applicable laws and regulations.
The contractor shall take appropriate measures to protect personal data and other confidential information received from the client. The contractor shall inform employees and any third parties engaged about the confidential nature of the information. The processing of personal data by the contractor shall take place in accordance with the applicable (inter)national laws and regulations on personal data protection.
The client is aware that in some cases the contractor is required under (inter)national laws and regulations to disclose confidential information of the client. As far as necessary, the client hereby gives their consent and cooperation for such disclosure.
The contractor excludes any liability for damage incurred by the client because of the contractor complying with the laws and regulations applicable to them.
The contractor and the client shall impose their obligations under applicable laws and regulations on any third parties they engage.
In addition to these general terms and conditions, the privacy statement (or privacy policy) prepared by or on behalf of Trias Vita also applies to every valid offer, proposal, and agreement between the contractor and the client.

Article 7. INTELLECTUAL PROPERTY

The performance of the assignment by the contractor does not imply the transfer of intellectual property rights held by the contractor. All intellectual property rights that arise during or because of the execution of the assignment belong to the contractor.
The client is explicitly prohibited from reproducing, disclosing, or exploiting the products on which the contractor holds intellectual property rights, or products on which intellectual property rights exist for which the contractor has acquired usage rights. This includes, but is not limited to, ideas, models, (development, coaching and training) materials, computer programs, system designs, methods, advice, (model) contracts, reports, templates, audio and visual materials, macros, and other intellectual works.
The client is not permitted to provide the products referred to in Article 7, paragraph 2, to third parties without the prior written consent of the contractor. This does not apply in the case where the client wishes to obtain an expert opinion on the execution of the services by the contractor, provided it does not conflict with applicable laws and regulations. In that case, the client shall impose his obligations under this article on the third parties he engages.

Article 8. FORCE MAJEURE

If the client and/or contractor are unable to fulfil the obligations under the agreement, fail to do so on time, or do so improperly due to force majeure within the meaning of Article 6:75 of the Dutch Civil Code, those obligations shall be suspended until such time as the parties are able to fulfil them in the agreed manner.
If the situation referred to in Article 8 paragraph 1 occurs, the parties have the right to terminate the agreement in whole or in part immediately in writing, without any entitlement to compensation.
If the contractor has already partially fulfilled the agreed obligations at the onset of the force majeure situation, the contractor is entitled to invoice the services performed separately and on an interim basis, and the client shall pay this invoice as if it were a separate transaction.
If the execution of the assignment is at risk due to illness, temporary or permanent incapacity for work, or force majeure, the contractor shall inform the client, preferably immediately and in any case as soon as possible. Where possible, the contractor will offer the client an equivalent alternative. If the client does not agree with this, the agreement is terminated immediately, which releases the contractor from fulfilling the agreement, without the client being able to invoke any right to reimbursement of costs and/or damages.

Article 9. FEES AND EXPENSES

The services performed by the contractor is charged to the client based on the time spent and costs incurred, unless the parties explicitly agree otherwise, such as the payment of a fixed price. Payment of the fee is not dependent on the outcome of the services unless otherwise agreed in writing. Travel time and accommodation expenses for the services are charged separately.
In addition to the fee, the expenses incurred by the contractor and the invoices from third parties engaged by the contractor will be charged to the client.
The contractor has the right to request payment of an advance from the client. Failure to pay the advance (on time) may be a reason for the contractor to (temporarily) suspend the services.
If fees or prices change after the agreement has been concluded but before the assignment has been fully executed, the contractor has the right to adjust the agreed rate, unless explicitly agreed otherwise.
If required by law, VAT will be charged separately on all amounts owed by the client to the contractor.

Article 10. PAYMENT

Payment by the client of the amounts owed to the contractor must be made within 14 days of the invoice date, without the client being entitled to any deduction, discount, suspension, or set-off, unless otherwise agreed. The day of payment is the day the amount due is credited to the contractor’s account, which is in the name of Trias Vita with account number NL92 RBRB 8842 1403 68.
All amounts stated by the contractor are listed in euros and include VAT, any travel expenses, and other costs necessary for conducting the assignment, unless otherwise agreed or stated in writing.
The contractor must apply the statutory VAT rates for the services rendered. As a rule, the 21% VAT rate applies, unless otherwise required by law.
If agreed, travel expenses are payable at a rate of 0.23 euros per kilometre.
If the client has not paid within the period mentioned in Article 10, first paragraph, the client is automatically in default, and the contractor is entitled from that moment to charge the statutory (commercial) interest in accordance with Article 6:119 BW and Article 6:119a BW.
If the client has not paid within the period mentioned in Article 10, first paragraph, the client is obliged to reimburse all judicial and extrajudicial (collection) costs actually incurred by the contractor. The reimbursement of incurred costs is not limited to any costs awarded by the court.
In the case of a jointly given assignment, clients are jointly and severally liable for the payment of the invoice amount, the interest due, and costs.
If, in the opinion of the contractor, the financial position or payment behaviour of the client so warrants, or if the client fails to pay an advance or invoice within the set payment term, the contractor is entitled to require the client to immediately provide (additional) security in a form determined by the contractor. If the client fails to provide the requested security, the contractor is entitled, without prejudice to its other rights, to suspend the further execution of the agreement immediately, and all amounts owed by the client to the contractor for any reason will become immediately due.

Article 11. LIABILITY AND INDEMNITIES

The contractor will make every effort, to the best of its knowledge and ability, to perform its services.
The contractor is not liable for any damage suffered by the client resulting from the client failing to provide documents, providing incorrect and/or incomplete documents to the contractor, or failing to provide them on time, nor for any shortcomings of the client in complying with its obligations, including providing sufficient cooperation in the execution of the agreement.
The contractor is not liable for indirect damage, including: lost profits, missed savings, damage due to business interruption, and other consequential or indirect damage resulting from the contractor’s failure, delay, and/or improper performance.
The liability of the contractor is limited to the compensation of direct damage that is the direct result of one or more attributable shortcomings in the execution of the assignment. This liability for direct damage is limited to the amount paid out by the contractor’s liability insurance for the relevant case. Only damage for which the insurer makes a payout is considered an attributable shortcoming. The contractor accepts no liability whatsoever towards the client for any damage not covered by the insurer.
Aside from the cases referred to in Article 11, paragraph 4, liability is limited to the amount charged for the performance that caused the damage. Compensation shall not exceed the contract value. In the case that the assignment is a long-term agreement with a duration of more than one (1) year, the maximum total compensation payable shall not exceed the long-term agreement value charged to the client in the twelve months preceding the occurrence of the damage. In no event shall the total compensation exceed 50,000 euros for the total damage.
A series of related attributable shortcomings shall be considered as one (1) attributable shortcoming.
The limitations of liability included in this article do not apply if and as far as there is intent or deliberate recklessness on the part of the contractor or its executive management.
The client is obliged to take measures to limit damage. The contractor has the right to undo or mitigate the damage by repairing or improving the services conducted.
The client indemnifies the contractor against claims from third parties for damage caused by the client’s failure to provide the contractor with none, incorrect and/or incomplete information or documents.
The client indemnifies the contractor against claims from third parties (including employees of the contractor and third parties engaged by the contractor) who suffer damage in connection with the execution of the assignment, where such damage results from the actions or omissions of the client or from unsafe conditions in the client’s company or organization.
The contractor shall not be held liable if the client has the option to address his insurance company or that of a third party directly regarding the cause of the damage.
The contractor is never liable for damage to third parties caused by participants who use services of Trias Vita.
The provisions in Article 11 paragraphs 1 through 12 apply to both the contractual and non-contractual liability of the contractor towards the client.

Article 12. CANCELLATION

In case of cancellation by the client, unless otherwise agreed, the following provisions apply: 1.1. If cancelled more than four weeks before the agreed start of the service, the contractor shall refund the client the amount already paid by the client within 15 days, minus 25 euros in cancellation fees. 1.2. If cancelled less than four weeks, but more than two weeks before the agreed start of the service, the client owes the contractor 50 percent of the contract value. If the contractor has received more, the difference will be transferred to the client within 15 days. 1.3. If cancelled less than two weeks before, no refund will be made, and the client must pay the total amount agreed upon for the execution of the assignment by the contractor within 14 days. 1.4. Already scheduled appointments must be cancelled at least 24 hours in advance. A new appointment will then be scheduled. If cancelled less than 24 hours in advance, the contractor is no longer obliged to provide the already scheduled service.
Contrary to Article 12 paragraph 1, the client is also liable for the costs already incurred by the contractor and/or third parties in the case of customized assignments.
The contractor is entitled to cancel the agreement if the minimum number of participants announced in advance for a coaching or training program is not reached. The contractor will refund the client the amount already paid within 15 days.

Article 13. ELECTRONIC COMMUNICATION

During the execution of the assignment, the client and the contractor may communicate with each other by electronic means and/or make use of electronic storage (such as cloud applications). Unless otherwise agreed in writing, the parties may assume that sending correctly addressed faxes, emails (including emails sent via the internet), and voicemail messages, regardless of whether they contain confidential information or documents related to the assignment, are accepted by both parties. The same applies to other communication methods used or accepted by the other party.
The client and the contractor are not liable to each other for any damage that may arise for either of them as a result of the use of electronic communication means, networks, applications, electronic storage, or other systems, including – but not limited to – damage resulting from non-delivery or delay in the delivery of electronic communication, omissions, distortion, interception, or manipulation of electronic communication by third parties or by software/hardware used for sending, receiving, or processing electronic communication, transmission of viruses, and the failure or malfunctioning of the telecommunications network or other means required for electronic communication, except insofar as the damage is the result of intent or gross negligence. The foregoing also applies to the use that the contractor makes of it in their dealings with third parties.
Both the client and the contractor shall do or refrain from doing everything that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks.
The data extracts from the sender’s computer systems provide conclusive evidence of (the content of) the electronic communications sent by the sender until contrary evidence has been provided by the recipient.
The provisions of Article 11 shall apply accordingly.

Article 14. COMPLAINTS

The client must submit a complaint in writing and as soon as possible, no later than five working days after the action or omission that gives rise to the complaint, or within five working days after it could reasonably have been established that the action or omission gives rise to a complaint.
Upon receipt, the contractor will contact the client within five working days regarding the complaint to see if a mutual settlement can be reached.

Article 15. MISCELLANEOUS PROVISIONS

If the contractor performs services at the client’s location, the client guarantees a suitable workplace that complies with the statutory Dutch ARBO standards and other applicable regulations regarding working conditions. The client must ensure that the contractor is provided with office space and other facilities which, in the contractor’s opinion, are necessary or useful for executing the agreement and that comply with all applicable (legal) requirements. Regarding the provided (computer) facilities, the client is obliged to ensure continuity, including through adequate backup, security, and virus control procedures. The contractor will apply virus control procedures when making use of the client’s facilities.
The client shall not hire or approach any employees involved in the execution of the services (from the contractor or third parties engaged by the contractor) to enter into employment with the client, whether temporarily or permanently, directly or indirectly, nor to perform services directly or indirectly for the client, whether under employment or not, during the term of the agreement or any extension thereof and for 12 months thereafter.
Provisions in the assignment that are explicitly or by their nature intended to remain in effect after the completion or termination of the assignment shall remain in effect after such completion or termination, including, but not limited to, Articles 7, 9, 10, 11, 15 paragraph 2, and 16.

Article 16. APPLICABLE LAW

The agreement is governed by Dutch law.
All disputes shall be settled by the competent court in the district where the contractor is established.

Article 17. SEVERABILITY CLAUSE

If any provision of these general terms and conditions or of the underlying assignment/agreement is wholly or partly null and/or invalid and/or unenforceable, because of any legal provision, court ruling, or otherwise, this shall have no effect on the validity of all other provisions of these general terms and conditions or the underlying assignment/agreement.
If any provision in the assignment or any part of the assignment cannot be legally invoked, the remaining part of the assignment shall remain in full force, with the understanding that the provision concerning the part that cannot be invoked shall be deemed adjusted in such a way that it can be invoked, while preserving the parties’ intentions regarding the original provision or the original part as much as possible.

Trias Vita reserves the right to change these terms and conditions.

Trias Vita, December 2025

(last amended: December 11, 2025)