Hedgehog Company

General Terms and Conditions

These are the General Terms and Conditions of the company Hedgehog Company B.V. The address of the company is Donauweg 10-22, 1043AJ Amsterdam. The company is registered with the Dutch Chamber of Commerce under number 81465130 and has the following VAT number (NL): NL862104671B01.

‍

If you have any queries about the General Terms and Conditions you can contact us by e-mail at info@hhc.earth.

Note: for the Hedgehog Carbon Dashboard, the ‘Terms of Service’ on the Hedgehog Carbon Accounting Dashboard apply.

‍

DEFINITIONS AND INTERPRETATION
‍
1. Unless otherwise provided in the context, the words, and expressions that are capitalized in these General Terms and Conditions are defined words and expressions with the following meaning:
  ‍‍
  1. Agreement: means the agreement between HHC and the Client in respect of the provision of Services by HHC to the Client.‍
  2. Client: means the counterparty of HHC under an Agreement.‍
  3. General Terms and Conditions: means these general terms and conditions.‍
  4. HHC: means the company indicated in the introduction to these General Terms and Conditions.‍
  5. Intellectual Property Rights: all intellectual and industrial property rights, including but not limited to copyrights, (sui generis) database rights, rights to domain names, trade name rights, rights to know-how, trademark rights, trade secrets, model rights, neighbouring rights and patent rights.‍
  6. Information Security Policy: means the policy of HCC on transferring and archiving information received from Client and Results.‍
  7. Party or Parties: HHC or Client individually, or HHC and the Client collectively.‍
  8. Results: means any results produced by HHC for the Client, including, but not limited to reports, roadmaps, double materiality matrices, presentations, one-pagers, two-pagers, consults, datasheets, workshops, in whatever form and provided in any way (oral, written, graphic, electronic).‍
  9. Service(s): Any services provided by HHC to the Client under an Agreement.

Unless these General Terms and Conditions expressly provide otherwise, the following applies to the interpretation of the General Terms and Conditions:
‍
1. A reference in these General Terms and Conditions to an "Article", is a reference to an article of the General Terms and Conditions.
2. References to a Dutch legal term include, where applicable, the term that most closely corresponds to the Dutch term in relevant other jurisdictions.
3. The words 'included', and words of similar import mean 'including but not limited to’.
4. A reference to a person is a reference to a natural person, partnership, or a legal entity.
5. The singular shall be deemed to include the plural and vice versa and a reference to a male form shall be deemed to include a reference to a female form and vice versa.
  ‍

APPLICABILITY
‍
1. These General Terms and Conditions are applicable to all (future) proposals of HHC, and any Agreements concluded by the Parties. By accepting a proposal, the Client declares to have received a copy of the General Terms and Conditions and is aware of and agrees to the contents of the General Terms and Conditions.
2. Terms that deviate from these General Terms and Conditions are only valid if they have been laid down and agreed to by the Parties, in writing.
3. The applicability of the general (purchase) terms and conditions of the Client are expressively rejected. Reference by the Client to the applicability of its own general terms and conditions shall have no legal effect.
  ‍
PROPOSALS
‍
1. Proposals from HHC are without obligation to contract (“vrijblijvend”), unless explicitly mentioned otherwise in such proposal. HHC is entitled to revoke any proposal without any obligation to pay damages, at the latest two weeks after the acceptance of a proposal by the Client.
2. Each proposal will provide insights as much as possible at that moment into, among other things, the scope of the Services to be performed, a general planning and an indication of the costs with further specification as far as possible. Such estimates are only indicative and in no case include a final and binding (price) proposal, unless explicitly otherwise agreed.
3. HHC is very aware of the effects of new insights for its clients during the delivery of its Services and aims to be a flexible service provider for its clients. Agreements can therefore be altered in the interim following mutual consultation and agreement.
4. The Client guarantees that the information provided by or on its behalf to HHC on which HHC has based its proposal is correct and complete. If HHC has made an offer on the basis of information provided by the Client and this information proves to be incorrect or incomplete, HHC is entitled to dissolve the Agreement or to adjust the offer and prices accordingly, even after an Agreement has been concluded. If client does not agree to adjusted prices, client is entitled to refuse the offer.
5. HHC cannot be held to its proposal if the Client can reasonably understand that the proposal or any part thereof, contain an obvious mistake or error. If a proposal contains an (obvious) error, ambiguity or clerical error, the Client will inform HHC thereof. HHC is not liable for any damage suffered by the Client as a result of the (apparent) error, ambiguity or error in a proposal.
6. The Agreement may consist of several documents. Insofar as the different parts of the Agreement do not contain any contradictions, they are complementary to each other. In the event of contradictions, the order of precedence as set out below will apply:
  1. any other written agreements between the Parties;
  2. the proposal of HHC;
  3. these General Terms and Conditions.
7. The application of Sections 227b(1) and 227c of Book 6 of the Dutch Civil Code is excluded.
  ‍
CONCLUSION AND PERFORMANCE OF THE AGREEMENT
‍
1. The Agreement is concluded upon acceptance of a proposal from HHC by the Client. HHC may require the Client to confirm its acceptance of a proposal, in writing. In the event that the Client does not formally accept a proposal from HHC, but nevertheless creates that impression (e.g. by having HHC carry out certain work), the proposal will also be deemed to have been accepted and an Agreement will be concluded.
2. An Agreement is concluded and remains in force for the time required to complete the Services, unless explicitly agreed otherwise. Any projected duration or term specified in the proposal should be construed as an estimate. The Agreement cannot be terminated by the Client in the interim. Section 408(1) of Book 7 of the Dutch Civil Code shall not apply to the Agreement.
3. After the Agreement has been concluded, HHC will apply all commercially reasonable efforts to fulfill its obligations under the Agreement with due care and skill and within the agreed timeframe, or within a reasonable period of time if no timeframe has been agreed. Any (delivery) dates announced or otherwise communicated by HHC or agreed between the Parties are indicative and do not constitute strict deadlines (“fatale termijnen”).
4. Any obligations of HHC under the Agreement shall have the character of a reasonable efforts obligation (“inspanningsverbintenissen”), unless HHC and the Client have reached written agreement on the result to be achieved and if it is determined between the Parties that the description of the result to be achieved can only be interpreted in a single way, and the result can be objectively determined (“resultaatsverbintenis”). If the written result obligation fails to satisfy the above listed cumulative requirements, the Client will not be entitled to appeal to the result obligation upon HHC.
5. HHC has the right to engage third parties for the performance of the Agreement, with client's written consent. Any related costs will only be borne by the Client if this has been agreed in advance.
6. HHC may immediately suspend or terminate the Agreement in writing, without notice of default being required, if:
  1. the Client breaches the terms of the Agreement or acts contrary to the applicable laws and regulations;
  2. the Client is subject to bankruptcy proceedings, applies for or is granted a suspension of payments, has its activities terminated or has its business wound up;
  3. the Client has applied for a moratorium;
  4. activities of Client are being terminated or liquidated.
7. HHC may perform a suspension as mentioned in the previous paragraph without prejudice to its other rights and remedies under the Agreement or applicable law.
8. In the event that the Agreement is terminated irrespective of the grounds of termination, HHC’s claims against the Client will be immediately due and payable. Any dissolution (“ontbinding”) of the Agreement, in full or in part, does not affect any sums paid by the Client under this Agreement. As such, no reversal of payments shall take place. The Client may only dissolve the part of the Agreement that has not yet been executed by HHC.
  ‍
ADDITIONAL WORK
‍
1. The Client accepts that the timetable and the costs associated with the Agreement are subject to amendment, for example, if in the interim the Parties agree that the approach, working method or scope of the Agreement should be expanded or adjusted.
2. For work falling outside the Agreement (“Additional Work”), HHC may, with the Client’s prior consent, charge on a time and materials basis, at HHC’s standard hourly rate.
3. In the event HHC is requested to carry out Additional Work falling outside the Agreement, it may also opt to issue an additional proposal for this purpose.
4. Refusal by HHC of a request for Additional Work will under no circumstances constitute grounds for termination or dissolution of the Agreement.
  ‍
COOPERATION
‍
1. The Client acknowledges that the quality of the Services may depend to a great extent on the information and cooperation provided by the Client. The Client will provide all reasonable cooperation required for the fulfillment of the Agreement. Such cooperation includes that the Client will do and refrain from doing whatever is reasonably necessary and desirable to enable the timely and correct fulfillment of the Agreement. In particular, the Client will ensure that all information and material of which HHC indicates that these are necessary or of which the Client should reasonably understand that these are necessary for the fulfillment of the Agreement, are provided to HHC in a timely manner.
2. If the Client does not cooperate or provide information and materials in the manner referred to in the preceding paragraph, HHC will be entitled to pass on the resulting costs to the Client and to suspend performance of the Agreement. Notwithstanding the foregoing, should the Client not provide HHC with all the information required for continuation and proper fulfillment of the Agreement - within a period of eight (8) weeks from the project's commencement date as specified in the Agreement or as otherwise agreed between the parties - HHC shall become entitled to charge the Client an additional amount equivalent to one and a half days of work based on its standard hourly fees, upon the project’s continuation.
3. The Client represents and warrants that all the information and materials it provides to HHC are complete, accurate and up to date. HHC has the right, but not the obligation, to examine this information and materials for accuracy and completeness. In the event of faults or errors, HHC is entitled to suspend the work and pass on the resulting costs to the Client.
4. If the Client makes certain information carriers, electronic files, or other materials available to HHC, the Client represents and warrants that these are free of viruses, malware, or defects. The Client indemnifies and holds harmless HHC from all claims relating to or arising from Intellectual Property Rights to materials provided by the Client to HHC.
5. If requested by HHC, the Client (a) will make employees of its own organization available to HHC, free of charge, who are/will be involved in the activities of HHC, and (b) will provide HHC free of charge with its own workspace and the (office) facilities otherwise necessary to permit performance of an assignment on location.
6. The Client guarantees the correctness, completeness, and reliability of the details and information issued by the Client to HHC. HHC shall not be liable for any damage resulting from HHC having relied on incorrect or incomplete information provided by Client.
  ‍
PRICES
‍
1. All prices quoted by HHC are in euros, unless communicated otherwise, and are exclusive of VAT and other government levies. Prices and fees exclude any travel costs abroad, third-party software costs, costs of printing any material, or other third-party costs. Third-party costs are incurred by the Client insofar agreed between the Parties.
2. If a price is based on information provided by the Client and this information proves to be incorrect, HHC is entitled to adjust the prices accordingly with client’s written consent, even after the Agreement has already been concluded.
3. Any budget price cap in any proposal of HHC is an estimation based on the current information. The Client cannot derive any rights or expectations from a cost estimate or budget issued by HHC, unless the Parties have agreed otherwise in writing. Any available budget made known to HHC by the Client only applies as a (fixed) price agreement between the Parties if this has been expressly agreed in writing. In all other cases, in case a budget is not sufficient, HHC shall have the right to recalculate on the respective invoice. When 80% of a budget is consumed, HHC will endeavor to notify Client thereon.
4. HHC is entitled to increase its prices annually, either (i) by a maximum of five percent (5%), or (ii) on the basis of the Dutch CBS (“Centraal Bureau voor de Statistiek”) consumer price index, based on the year mutation of a specific month in the calendar year previous to the year the price will be increased. Any such increase will not result in a possibility for the Client to terminate the Agreement. HHC will notify the Client of any price increase at least one (1) month before such change takes effect. HHC is furthermore authorized to adjust its prices with immediate effect due to changes in legislation and regulations, without this resulting in a possibility for the Client to terminate the Agreement. Also, HHC may increase its prices with immediate effect as a result of changed rates charged by suppliers if HHC for (aspects of the) Services that are charged pro rata to the Client, without the possibility for the Client to terminate the Agreement. If HHC increases its prices outside the cases described in this paragraph, the Client shall be entitled to terminate the Agreement at the latest by the date on which the price increase takes effect. Costs already incurred or work performed will in that case be charged to the Client.
  ‍
INVOICING AND PAYMENT
‍
1. HHC will send an invoice for all amounts due and is entitled to invoice electronically and in advance.
2. Unless agreed otherwise, HHC will send the first invoice to the Client after the kick-off meeting has taken place between the Parties. The invoicing schedule and the accompanying prices are as further outlined in the Agreement.
3. All invoices are due and payable within thirty (30) days of the invoice date, unless agreed otherwise in writing. If the Client fails to pay an invoice within the applicable payment term, the Client will be in default without prior warning or notice of default being required. HHC will in such a case be entitled to charge statutory interest for commercial transactions on the amount or (if higher) an interest of two percent (2%) per month.
4. If the Client fails to pay the invoice amount after a reminder or notice of default, HHC is entitled to engage a third party for the purpose of collection of the amounts due and/or to suspend the Agreement until the outstanding amounts have been paid in full. In such a case, both judicial and extrajudicial costs (including the costs of lawyers, lawyers, bailiffs, and collection agencies) will be borne by the Client.
5. The Client is not entitled to set off any payment obligation incumbent on the Client against any claim against HHC for any reason.
6. The invoices of HHC are always provided with a specification. If the Client requires specific details on the invoice such as, but not limited to, PO numbers, project codes, specific addresses, this can be included upon written request.
  ‍
INTELLECTUAL PROPERTY RIGHTS
‍
1. Unless stated otherwise in the Agreement, all Intellectual Property Rights and other proprietary rights relating to the provision of Services, Results and any other materials or data provided by HHC to the Client, will be exclusively vested in HHC or its licensors. This includes, but is not limited to, insights into the environmental impact of products and organizations, data, analyses, conclusions, and any other material generated in the course of the provision of the Services.
2. On the condition that the Client fully complies with its (payment) obligations under the Agreement and insofar as explicitly specified in the Agreement, the Client will, acquire a non-exclusive, non-transferable, and limited license to use and reproduce the Results insofar as this is in strict accordance with the purposes agreed upon in the Agreement. The Client shall not be entitled to alter the Results, unless agreed otherwise, but shall be entitled to use the Results in its internal and public communications. In doing so, the Client shall be entitled to use and leverage the credibility of the Hedgehog brand in respect of the Results, but HHC has the right to request removal of any such references to its brand in case the Results are altered in any way. The Client may not use the Results or the brand of HHC in the course of (illegitimate) forms of greenwashing. For example, and without limitation, the Client must refrain from using the Results in the context of making false or exaggerated environmental claims about its products or services, misrepresenting the eco-friendliness of its business practices, or using the Results in deceptive marketing strategies that inaccurately portray a commitment to sustainability.
3. All data submitted by the Client under the Agreement will remain the Client’s property or that of its suppliers or licensors. HHC will not make any proprietary claims with regard to any such data.
4. HHC believes in the power of shared knowledge to drive environmental innovation and improvement. The responsible use of anonymized data, as described in article 9.5, is a key component of this value.
5. In respect of the foregoing paragraph, the Client grants HHC a worldwide, perpetual, non-exclusive, transferable, sublicensable license to use, reproduce, adapt, create derivative works, and otherwise exploit the data provided by the Client to HHC under the Agreement for the purpose of providing or improving the Services, as well as for other legitimate business purposes – provided that the data is anonymized and will only be used in an aggregated form. HHC shall be entitled to use such aggregated and anonymized client data, for example, for the purpose of establishing benchmarks, enhancing its sector-specific knowledge and understanding, conducting research, training ai-models, and for the improvement of the overall quality of the Services offered by HHC. The consent is given with the assurance that such use will in no way compromise the confidentiality or proprietary nature of their specific project information.
  ‍
CONFIDENTIALITY
‍
1. The Parties will treat as confidential the information they provide to each other before, during or after the performance of the Agreement if this information has been marked as confidential or if the receiving party knows or should reasonably assume that this information was intended to be confidential (“Confidential Information”). The Parties also impose this obligation on their employees and on the third parties engaged by them for the performance of the Agreement. These provisions continue to apply after the Agreement ends for any reason whatsoever and for as long as the disclosing party has the right to invoke the confidential nature of the Confidential Information.
2. Each Party will use the same degree of care in protecting the Confidential Information of the disclosing party as it uses in protecting its own Confidential Information, but in no event less than reasonable care.
3. This Article will not apply to any information which:
  1. is or becomes generally available to the public other than as a result of a disclosure by the receiving party in breach of the Agreement;
  2. was within the receiving party's possession prior to its disclosure to it by or on behalf of the disclosing party;
  3. becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party not under obligation to keep such Information confidential; or
  4. is developed independently by the receiving party.
4. In the event that a receiving party becomes legally compelled to disclose any Confidential Information provided pursuant to the Agreement, such receiving party will provide the disclosing party with prompt written notice so that such disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of the Agreement. Any Confidential Information provided hereunder will remain the exclusive property of the disclosing party.
5. Promptly after the expiration or termination of the Agreement for any reason, the receiving party will destroy the at the request of the disclosing party the previously disclosed Confidential Information, unless the receiving party has the rights to retain and use such Confidential Information.
6. Client may request a copy of HHC’s Information Security Policy via info@hhc.earth.
  ‍
EMPLOYING ONE ANOTHER’S PERSONNEL
‍
1. During the performance or within one year following expiry or termination of the Agreement, neither Party may employ or otherwise set to work on its behalf personnel of the counterparty (formerly) involved in the assignment, without consultation with the other Party.
  ‍
LIABILITY
‍
1. HHC’s liability for loss and/or damages resulting from a failure in the performance of the Agreement, an unlawful act or otherwise, is limited, per event or series of coherent events, to an amount equal to the total payable amounts (excluding VAT) that the Client has paid under the Agreement until the moment the damage has occurred or, if the Agreement is concluded for a term longer than six months, to an amount equal to the payments that the Client has made in the last six months. In no case shall the total compensation per Agreement amount to more than ten thousand euros.
2. Any limitation or exclusion of liability stipulated in this Agreement will not apply in the event that the loss and/or damage is attributable to (i) willful misconduct or deliberate recklessness of HHC’s management, (ii) death or bodily injury, or (iii) any other matter for which it is unlawful to limit or exclude liability.
3. Unless performance by HHC is rendered permanently impossible, HHC will only incur liability for an attributable failure in the performance of the Agreement if the Client provides written notice of default, offering HHC a reasonable timeframe to rectify the breach. HHC becomes liable only if it fails to fulfill its obligations even after the specified term has elapsed. The notice of default must comprehensively and in detail describe the breach, allowing HHC the opportunity to respond adequately.
4. Any right to claim compensation is at all times subject to the condition that the Client notifies HHC of the loss and/or damage in writing within no more than thirty days of its discovery or the moment when the Client reasonably should have discovered it.
  ‍
AMENDMENTS
‍
1. HHC has the right to amend (parts of) these General Terms and Conditions. HHC will notify the Client of any amendments at least two months in advance.
2. If an amendment to the General Terms and Conditions announced by HHC adversely affects the Client's position, the Client may object to this in writing, stating its reasons. In the event of an objection, HHC may reconsider the amendment and decide to withdraw it in whole or in part. If HHC decides to implement the amendment despite the Client's objection, the Client will be entitled to terminate the Agreement at the latest by the date on which the amendment takes effect, subject to one month's notice. If the Client does not object in writing to the proposed amendment within one month of HHC’s announcement, stating reasons, the Client will be deemed to have agreed to the amendment.
3. Amendments of minor importance, amendments that are necessary due to amended laws and regulations and amendments that are to the benefit of the Client may be implemented by HHC without prior notice. In the event of such changes, the Client does not have the right to object and/or terminate the Agreement.
  ‍
APPLICABLE LAW
‍
1. The Agreement is exclusively governed and construed by Dutch law.
2. Any disputes arising from or in connection with the Agreement will be submitted to the competent court in the district in which HHC has its registered office.
  ‍
MISCELLANEOUS
‍
1. Neither Party may assign the rights and obligations under this Agreement to a third party without the written consent of the other party. Notwithstanding the foregoing, HHC has the right to assign and transfer its rights and obligations under the Agreement without consent from the Client being required, to a parent entity, sister entity or subsidiary entity or to a third party that takes over the Services or the relevant business activities of HHC. HHC will inform the Client as soon as possible if such a transfer has taken place.
2. If a provision in the Agreement proves to be null and void, voidable or otherwise invalid, this will not affect the validity of the entire Agreement. In such a case, the Parties will determine a new provision(s) to replace it, which will give shape to the intention of the original provision as far as is legally possible.
3. Where this Agreement refers to written communication, this includes communication by e-mail provided that the identity of the sender and the integrity of the content is sufficiently established.
4. In the event of disputes, HHC’s administration, communication and log files will be deemed to be authentic evidence, subject to evidence to the contrary from the Client.

‍

Get in touch