General Terms & Conditions

Hedgehog Company B.V.

Article 1. Definitions

In these general terms and conditions, the following definitions apply:

1. HH: the company as defined in Article 2 of these terms and conditions. The use of "HH" may therefore refer to either Hedgehog Company.
2. Counterparty: the customer/client with whom HH has entered into an Agreement and/or the party negotiating an Agreement with HH.
3. Agreement: any arrangement/assignment between HH and the Counterparty for the provision of services by HH to the Counterparty.
4. Party/Parties: HH and the Counterparty together or individually as contracting parties.
5. Written: communication via email, post, or WhatsApp.
6. Third Party/Parties: other natural or legal persons who are not part of this Agreement.
7. Service(s): the services offered by HH, which may include but are not limited to assessing the environmental impact of an organization and its products, providing advice on social and environmental sustainability legislation, reducing environmental impact.
8. Long-term Agreement: an Agreement in which the Parties undertake to perform reciprocal obligations that recur regularly, consecutively, or continuously. A Long-term Agreement can be entered into for a fixed or indefinite period.

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Article 2. Identity of HH

Company Name: Hedgehog Company
Address: Donauweg 10-22
Postal Code and City: 1043 AJ Amsterdam
Chamber of Commerce Number: 81465130

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Article 3. General Provisions

1. These general terms and conditions apply to every offer and all (legal) actions of HH, as well as to every Agreement concluded between HH and the Counterparty.
2. If the Agreement is concluded electronically, the text of these terms and conditions may, in deviation from the previous paragraph, be made available to the Counterparty electronically in such a way that the Counterparty can easily store it on a durable medium before the Agreement is concluded. If this is not reasonably possible, HH will indicate where the terms and conditions can be accessed electronically, or the terms will be sent to the Counterparty electronically or otherwise free of charge upon request before the Agreement is concluded.
3. If the Counterparty, in addition to or in connection with HH’s services, also makes use of the Hedgehog Carbon Platform, the separate terms and conditions of the Hedgehog Carbon Platform shall apply to such use. These terms and conditions apply alongside the present general terms and conditions.
4. Unless expressly agreed otherwise in writing, the applicability of other (general) terms and conditions is excluded.
5. Deviations from or additions to these terms and conditions are only valid if expressly agreed in writing.
6. If HH does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable or that HH waives its right to demand strict compliance with the provisions of these terms and conditions in other cases.
7. If any provision of these terms and conditions cannot be invoked due to its unreasonable burden or incompatibility with principles of reasonableness and fairness, that provision shall be interpreted as closely as possible to its original intent to make it enforceable.
8. HH cannot guarantee that the services performed will always achieve the result desired by the Counterparty. The accepted assignment results in a best-efforts obligation and explicitly not in an obligation to achieve a specific result.
9. HH is entitled to engage Third Parties for the performance of the Agreement.
10. HH may use various AI tools during the performance of the Agreement.
11. In the context of information and its security, HH uses an information security protocol. This protocol describes the processes around data security and can be requested for insights by Counterparty. Agreeing to these general terms and conditions also constitutes agreement with this protocol.
12. The provisions of Articles 7:404 and/or 7:407(2) of the Dutch Civil Code are excluded. This means that in the event of an assignment given to HH for a specific reason, it does not automatically mean that HH will be the party to actually perform the assignment. An assignment to HH is not considered a personal assignment tied to a specific individual. Furthermore, if the assignment is given to HH and one or more other contractors, HH is not jointly and severally liable but only for its own share or contribution to the Agreement.

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Article 4. The Offer

1. If an offer has a limited validity period or is made under certain conditions, this will be explicitly stated in the offer.
2. A quotation or offer from HH must be regarded as a non-binding offer, unless explicitly agreed otherwise in writing by HH. A non-binding offer can be revoked by HH after acceptance.
3. The offer contains a complete and accurate description of the services offered. The description is detailed enough to enable the Counterparty to make a proper assessment of the offer. Apparent errors or mistakes, such as incorrect amounts, do not bind HH.
4. HH’s offer includes deliverables and an estimated time frame for their realization. Additional time may be required to achieve the deliverables, and the number of hours may increase.
5. All budgeted days will be meticulously tracked. Upon reaching 80% of the budgeted allocation, a consultation between Company and Hedgehog will occur. Further expenditures beyond the budgeted hours will require written approval from Company before incurring additional charges.
6. Increasing the number of hours may result in higher costs.

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Article 5. The Agreement

1. The Agreement is concluded at the moment the Counterparty accepts the offer and fulfills any conditions set forth therein.
2. If a provision of these terms and conditions or the Agreement is found to be invalid or voided, this does not affect the validity of the entire terms and conditions or Agreement. Parties will negotiate to agree on a new provision that replaces the invalid or voided provision, taking into account the intent and purpose of the original provision.
3. HH reserves the right not to execute a concluded Agreement if there is reasonable doubt or information suggesting that the Counterparty cannot meet its (financial) obligations. If HH refuses, it will notify the Counterparty of this decision in writing within a reasonable time after concluding the Agreement.
4. The right of suspension and set-off for the Counterparty is excluded if the Counterparty is acting in the course of a profession or business.
5. In addition to the previous paragraph, HH retains the right to suspend or set off outstanding claims against the Counterparty or in cases where the Counterparty fails to meet its obligations properly or fully.
6. These general terms and conditions also apply to future, additional, and/or follow-up assignments.
7. Agreed delivery or completion deadlines are always indicative and not binding. Exceeding a deadline does not entitle the Counterparty to compensation.
8. If the Counterparty has accepted the offer electronically, HH will confirm receipt of the acceptance electronically without delay.

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Article 6. Obligations of the Counterparty

1. The Counterparty shall ensure that all data, documents, and information indicated by HH as necessary for the execution of the Agreement, or which the Counterparty should reasonably understand to be necessary, are provided to HH. HH is not obligated to verify the accuracy of the provided data or documents. Any deficiencies in this regard, or related thereto, are entirely at the expense and risk of the Counterparty. All costs incurred or to be incurred by HH as a result of incorrect information, late or missing required information, and/or incomplete or inaccurate documents provided by the Counterparty will be charged to the Counterparty.
2. If the Counterparty does not cooperate or fails to provide the information and materials as outlined in the previous clause, HH is entitled to pass on the resulting costs to the Counterparty and suspend the execution of the Agreement. Without prejudice to the foregoing, if the Counterparty does not provide HH with all the information necessary for the continuation and proper execution of the Agreement within eight (8) weeks from the start date of the project, as specified in the Agreement or otherwise agreed upon between the parties, HH is entitled to charge the Counterparty an additional amount equivalent to one and a half working days, based on its standard hourly rates, upon continuation of the project.
3. The Counterparty is obligated to promptly inform HH of any facts and circumstances that may be relevant to the execution of the Agreement.
4. If the Counterparty fails to fulfill these obligations, HH reserves the right, in addition to any penalties mentioned in this article, to terminate the Agreement with immediate effect and demand payment from the Counterparty for the hours already worked, costs already incurred, and/or investments already made, without the Counterparty being entitled to any compensation or other remedies.
5. If the Client provides certain data carriers, electronic files, or other materials to HH, the Client represents and warrants that these are free of viruses, malware, or defects. The Client indemnifies and holds HH harmless against all claims related to or arising from intellectual property rights on materials provided by the Client to HH.
6. Upon HH's request, the Client shall (a) make employees from its own organization available to HH free of charge who are or will be involved in HH’s activities, and (b) provide HH free of charge with a workspace and (office) facilities as otherwise necessary for the execution of an assignment on location.

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Article 7. Termination and Notice Periods

1. If the Counterparty fails to fulfill one or more of its obligations, is declared bankrupt, applies for (provisional) suspension of payment, initiates liquidation of its business, or if its assets are wholly or partially seized, HH has the right to suspend the execution of the Agreement or to terminate the Agreement in whole or in part by means of a Written declaration, without prior notice of default, at HH’s discretion and always without prejudice to HH’s right to compensation for costs, damages, and interest.
2. Termination of an Agreement must be made in Writing and with a notice period of one (1) month if the Agreement is terminated within the first term of the Agreement.

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Article 8. Liability

1. HH is not liable for indirect or direct damages, except for damages caused by intent or deliberate recklessness on the part of HH.
2. If HH can nonetheless be held liable in a specific case, despite the provisions of this article, such liability shall only apply to direct damages. In such cases, HH's total liability will be limited to the amount of the agreed fee (excluding VAT) for that Agreement.
3. The amount of compensation shall never exceed the amount paid out by HH’s liability insurance.
4. If HH can nonetheless be held liable for direct damages, “direct damages” shall only include:
   a. reasonable costs incurred to have HH’s performance conform to the Agreement, provided that such damages are not compensated if the Agreement is terminated by or at the request of the Counterparty;
   b. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damages covered by these general terms and conditions;
   c. reasonable costs incurred to prevent or limit damages, provided the Counterparty demonstrates that these costs have resulted in damage mitigation as outlined in these general terms and conditions.
5. The Counterparty indemnifies HH against any third-party claims arising in connection with the execution of the Agreement that result in damages.

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General Provisions on Liability

6. If the Agreement is a long-term agreement with a duration of more than six (6) months, the fee agreed upon for that Agreement shall be the total of the fees (excluding VAT) for the six (6) months preceding the damage-causing event.
7. A prerequisite for any right to compensation is that the Counterparty reports the damage to HH in Writing as soon as possible after the damage occurs. Any claim for compensation against HH lapses after twelve (12) months from the occurrence of the claim.
8. HH is not liable for damages caused by auxiliary persons as defined in Article 6:76 BW.
9. HH is not liable for damages of any kind caused by HH relying on incorrect and/or incomplete information provided by the Counterparty or if the Counterparty has submitted this information too late.
10. HH is not liable for any damages incurred by the Counterparty resulting from a failure to meet the obligations described in Article 6 – “Obligations of the Counterparty.”

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Article 9. Force Majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, any failure by HH to fulfill any obligation towards the Counterparty cannot be attributed to HH if the failure is caused by circumstances beyond HH’s control, which fully or partially prevent HH from fulfilling its obligations towards the Counterparty or make it unreasonable to require HH to fulfill such obligations. Such circumstances include, but are not limited to, rising sea levels, non-performance by suppliers or other third parties, (power) outages, computer viruses, extreme weather conditions, fire (hazards), (threats of) war, pandemics, epidemics, quarantines, illness, incapacity for work, strikes, and government-imposed measures.
2. If a situation as described in paragraph 1 of this article arises, which prevents HH from fulfilling its obligations towards the Counterparty, those obligations will be suspended for as long as HH is unable to fulfill them. If the force majeure situation persists for thirty (30) calendar days, both Parties have the right to terminate the Agreement, in whole or in part, by means of a Written declaration. In such a case, HH is not obligated to compensate any damages, even if HH benefits in some way as a result of the force majeure situation.
3. If the Agreement is terminated due to force majeure as described in this article, HH is entitled to payment for the hours worked or investments made up to the time of termination.

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Article 10. Warranty for HH’s Services

1. HH ensures that it acts as a reliable service provider. HH therefore guarantees that the Services it delivers comply with the Agreement, the specifications and/or details stated in the offer, the reasonable requirements of usability and reliability, and the legal provisions and/or government regulations in effect on the date of the Agreement's conclusion.
2. If a Service has been improperly performed, HH will, as soon as possible after receiving a complaint from the Counterparty, choose to either properly execute the Service or deduct a proportionate part of the (whether or not already paid) fee. Complaints must be communicated in accordance to article 13.
3. The Party that initially bore the costs of the materials necessary for the execution of the Agreement shall bear these costs again during any repair attempt.
4. The warranty is void if:
   a. The Counterparty has altered, modified, repaired, or had third parties adjust and/or edit the product of the executed Service;
   b. The Counterparty has failed to properly maintain or incorrectly maintained the product of the executed Service;
   c. The defect is wholly or partially the result of regulations imposed by the government regarding the nature or quality of the materials used.

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Article 11. Fees/Prices

1. All amounts are stated in euros and are exclusive of VAT and other government-imposed charges unless otherwise agreed.
2. HH reserves the right to apply an inflation adjustment once (1x) per year.
3. The agreed amounts are based on cost-determining factors at the time of the offer. HH reserves the right to pass on changes in cost-determining factors that arise three (3) months after the conclusion of the Agreement and over which HH has no reasonable control—such as increases in excise duties, social charges, insurance premiums, or VAT—to the Counterparty, up to a maximum of 20% of the original amount.
4. HH also reserves the right to increase the amounts specified in the offer above the 20% maximum mentioned in the previous paragraph. In such cases, the Counterparty has the right to immediately terminate the Agreement as of the date the price change takes effect. HH will notify the Counterparty of such a price change at least one (1) month before its implementation.
5. A composite price quotation does not obligate HH to perform part of the Agreement for a corresponding portion of the quoted amount.
6. Discounts and quoted amounts do not automatically apply to future and/or subsequent Agreements.

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Article 12. Payment and Invoicing

1. Unless otherwise specified in the Agreement or additional terms, amounts owed by the Counterparty must be paid within thirty (30) days of the invoice date.
2. Unless otherwise stipulated in the Agreement or additional terms, the amounts owed by the Counterparty shall be paid according to the following schedule:
   
   1. 40% upon acceptance of the Agreement
   2. 30% upon presentation and/or delivery of interim results
   3. 30% upon completion of the project, after any verification by a third party.
3. The Counterparty is obligated to promptly report any inaccuracies in the payment details provided or stated to HH.
4. If the Counterparty fails to meet its payment obligations on time, HH will notify the Counterparty of the late payment and grant a period of fourteen (14) days to fulfill its payment obligations. If payment is not made within this period, the Counterparty will be in default. Consequently, the Counterparty will owe statutory (commercial) interest on the outstanding amount, and HH will also be entitled to charge extrajudicial collection costs incurred.
5. In the event of (reasonable prospect of) bankruptcy, liquidation, suspension of payments, or debt restructuring under the Debt Rescheduling for Natural Persons Act (WSNP), HH's claims against the Counterparty and the Counterparty's obligations towards HH become immediately due and payable.
6. Payments made by the Counterparty will always first be applied to settle any owed interest and costs, then to the oldest outstanding invoices, even if the Counterparty specifies that the payment relates to a more recent invoice.

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Article 13. Complaints

1. The Counterparty can no longer invoke a defect in performance if they have not protested to HH regarding the defect within two (2) months after discovering or reasonably should have discovered it. In the case of visible defects upon delivery, a term of five (5) working days applies.
2. The Counterparty must give HH at least four (4) weeks to address the complaint.
3. If a complaint is not reported to HH within the terms specified in the preceding paragraphs, the Product and/or Service will be deemed to conform to the Agreement and to function as agreed.
4. Complaints do not suspend the Counterparty's payment obligations if the Counterparty acts in the exercise of a profession or business.

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Article 14. Assignment

1. The Counterparty’s financial rights and obligations under this Agreement cannot be transferred to a Third Party without HH’s prior Written consent. This provision has real property effect as referred to in Article 3:83(2) of the Dutch Civil Code.
2. HH’s rights and obligations under this Agreement may be transferred to Third Parties. This provision also has real property effect as referred to in Article 3:83(2) of the Dutch Civil Code.

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Article 15. Additional Work

1. If HH performs work or other services outside the scope or content of the Agreement, at the request of the Counterparty or at HH’s own initiative with the Counterparty’s prior Written consent, these activities or services will be compensated by the Counterparty in accordance with HH’s standard rates. The Counterparty is under no obligation to agree to such a request and may require a separate Written Agreement for such additional work.
2. The ‘scope of the Agreement’ shall in any case include the work, under the conditions described in Article 4, paragraphs 4 and 5, as specified in the quotation or in the offer from HH accepted by the Counterparty. Anything beyond this shall in any case be regarded as additional work, unless expressly agreed otherwise in writing between the Parties.
3. The Counterparty accepts that activities or services as described in paragraph 1 of this article may affect the agreed objectives and expectations.
4. If a fixed fee has been agreed for the services, HH will always inform the Counterparty in advance in Writing about the financial consequences of the additional work.

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Article 16. Intellectual Property

1. All intellectual property rights related to and/or resulting from the Agreement executed by HH are vested in HH. The Counterparty is granted only the non-exclusive and non-transferable usage rights explicitly specified in these general terms and conditions and by law. Any other or more extensive rights of the Counterparty are excluded.
2. The documents provided by HH to the Counterparty are intended solely for use by the Counterparty. The Counterparty is permitted to disclose the provided documents unless HH has explicitly communicated otherwise.
3. Unless explicitly and in Writing agreed otherwise, the Counterparty is not authorized to grant sub-licenses to Third Parties.
4. HH has the right to use the name and logo of the Counterparty as a reference or for promotional purposes.
5. The Counterparty indemnifies HH against any claims by Third Parties concerning intellectual property rights.
6. If the Counterparty violates this article, they will owe an immediately payable penalty of €20,000 (twenty thousand euros), without prejudice to HH's right to claim (additional) damages.

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Article 17. Management

1. HH is entitled at all times to make changes to the technical and non-technical facilities related to the Services.
2. The Counterparty shall act and conduct itself as a responsible and careful user of the Service(s) would be expected to.
3. The Counterparty is always responsible for all use—explicitly including unauthorized use—of the usage and access rights granted to it. The Counterparty shall take appropriate and reasonable measures to prevent misuse and/or unauthorized use. The Counterparty is not permitted to share usage and/or access rights with Third Parties unless explicitly agreed otherwise in Writing by the Parties.
4. The Counterparty shall always follow the instructions provided by HH regarding the use of the Service(s).
5. Any change that, in HH's reasonable opinion, requires a substantial and non-temporary adjustment by the Counterparty will be communicated to the Counterparty as soon as possible. The Counterparty is not entitled to compensation or damages but has the right to terminate the Agreement starting from the date of the announced change.
6. HH reserves the right to discontinue or remove technical Services if they cause system disruptions or delays. HH will determine whether such disruptions or delays exist and may, without prior notice to the Counterparty, block, remove, or discontinue technical Services or take other measures to resolve the issue. In such circumstances, the Counterparty will not be entitled to compensation or damages and may not terminate the Agreement.
7. HH is entitled to temporarily suspend or restrict its Services without prior notice, to the extent necessary for reasonably required maintenance or for adjustments or improvements to the Services performed by (or on behalf of) HH. This does not entitle the Counterparty to any compensation or damages against HH.

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Article 18. Confidentiality

1. Both Parties are obligated to maintain confidentiality regarding all confidential information obtained from the other Party in connection with the Agreement. Information is deemed confidential if it has been designated as such by either Party or if it reasonably follows from the nature of the information.
2. If either Party breaches paragraph 1 of this article, that Party shall owe the other Party an immediately payable penalty of €20,000 (twenty thousand euros) per breach, regardless of whether the breach can be attributed to the Party and without the need for prior notice of default or legal proceedings. This is without prejudice to the other Party’s rights, including the right to claim damages in addition to the penalty.

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Article 19. Non-Solicitation of Employees

1. During the term of the Agreement, and for one (1) year following its termination, the Counterparty may only hire or otherwise engage employees of HH who are or have been involved in the execution of the Agreement with HH's prior Written consent.
2. HH will not withhold such consent if the Counterparty offers suitable compensation. Suitable compensation is defined as a payment of at least ten (10) months' salary.

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Article 20. Exclusivity

1. For the duration of the Agreement, the Counterparty grants HH the exclusive right to execute the assigned Agreement.
2. It is possible to deviate from this, provided that such deviation is agreed in writing, or if HH, pursuant to Article 5 paragraph 3, decides not to perform the Agreement.

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Article 21. Alternative Dispute Resolution

1. If disputes arise between HH and the Counterparty regarding the formation or execution of the Agreement, both Parties may opt for alternative dispute resolution instead of the conventional judicial process.

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Article 22. Applicable Law

1. Agreements between HH and the Counterparty are governed exclusively by Dutch law.
2. Disputes between the Parties shall be resolved, as much as possible, through mutual consultation. Any disputes that cannot be resolved will be submitted exclusively to the competent court in the district where HH is established.

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Article 23. Survival

1. The provisions of these general terms and conditions and the Agreement that are intended to remain in effect after the termination of the Agreement shall remain binding and in force after the Agreement ends.

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Article 24. Amendments or Additions

1. HH reserves the right to unilaterally amend or supplement these general terms and conditions. In such cases, HH will inform the Counterparty of the changes or additions in a timely manner.
2. A minimum period of thirty (30) days shall elapse between this notification and the effective date of the amended or supplemented terms.
3. If the amendment referred to in the previous paragraph is based on a valid reason specified in the Agreement, the Counterparty has no right to reject the amendment or terminate the Agreement. An example of a valid reason is a change in legislation requiring adjustments to the terms and conditions.

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