GENERAL CONDITIONS OF M&D RETREAT
We advise that you carefully read these General Conditions so that you are aware of your
rights and duties under the Agreement between you and us. You shall be identified as the
Article 1. Definitions
1. In these General Conditions the following terms, identified by capital letters, shall have
the following meaning:
these general conditions of M&D retreat
the service provided by M&D retreat
Intellectual Property Rights:
all intellectual property rights, such as copyrights,
trademark rights, law of patents, trade name rights,
database rights and related rights, including related
rights such as rights to knowhow and domain
you, the commissioning party and counter party of
M&D retreat of the Agreement
the agreement for services between M&D retreat and Commissioning Party specifying the
M&D retreat and/or Commissioning Party.
Article 2. Applicability
1. The General Conditions apply to every Agreement between M&D retreat and
Commissioning Party. Possible general conditions of the Commissioning Party are
hereby explicitly rejected.
2. Derogations from and additions to the Agreement are exclusively valid when Parties
agreed in writing to them.
3. These General Conditions also apply to the provision of the Services by the other party,
when the Commissioning Party involves other Parties in order to provide the Services.
4. House of Oneness is entitled to amend these General Conditions. Substantive changes
enter into force one (1) month after publication. Changes in the General Conditions
have no effect on an existing Agreement.
Article 3. Establishment of the Agreement
1. Offers of M&D retreat are non-committal, unless a period of validity is included in
the offer. If no period of acceptance is included, the offer will always expire after 14
2. If the Commissioning Party assigns without a preceding offer to M&D retreat,
M&D retreat is only bound to this assignment after it has confirmed this in
writing to the Commissioning Party.
3. An offer for the provision of multiple services does not force M&D retreat to the
provision of a part of the Services in this offer at a corresponding amount of the price.
4. Offers, quotations and rates do not automatically apply to re-orders and/or new
Article 4. The Service
1. M&D retreat always provides its services according an obligation of means and it
will not guarantee with regard to the result of its service, unless Parties explicitly
agree otherwise in writing.
2. M&D retreat will implement the Agreement to the best of one’s knowledge and
ability and in accordance with the laid down requirements for a professional party. If
and as far as a proper implementation requires this, M&D retreat has the right to
let third parties execute certain activities, at the discretion of M&D retreat. The
applicability of article 7:404, 7:407 and 7:409 BW will explicitly be excluded.
3. An agreed term is considered as a final deadline, only when that is explicitly
determined in writing in the Agreement. In all other cases the agreed term shall be
regarded as indicative.
4. M&D retreat is entitled to the execution of the activities in parts or phases,
whereby every part or every phase separately can be invoiced.
Article 5. Commissioning Party’s obligations
1. The Commissioning Party undertakes to provide all necessary information and
cooperation which M&D retreat requires in order to provide the Services. M&D retreat may suspend the activities as long as Commissioning Party does not comply
to the obligation in this provision. M&D retreat shall never be liable for any
damage and/or delay caused by not, not timely, or flawed complying to the duty of
disclosure and obligation to cooperate as referred to in this article.
Article 6. Termination of the Agreement
1. The duration of the Agreement is determined in the Agreement itself.
2. M&D retreat is allowed to terminate the Agreement in writing at all times with
due regard to a period of notice two months. M&D retreat shall not be required to
any form of compensation or financial remuneration caused by a (intermediate)
3. Either Party will have the right to terminate the entire Agreement or partially with
immediate effect, if the other party goes bankrupt or is granted a moratorium,
including the case of termination or liquidation of the company of the other Party
4. If the Agreement is terminated at any time and at that moment Services have already
been implemented, the already implemented Services and the related payment
obligation of the Commissioning Party will not be subjected to any obligation to undo,
unless the Commissioning Party can prove that M&D retreat is in default with
regard to specifically the Services. The amounts that have been invoiced prior to the
termination by M&D retreat regarding the proper implementation or delivered
performance in the framework of the Agreement remain due in full and are repayable
on demand at the moment of termination.
5. The Commissioning Party is liable to third parties for the consequences of the
cancellation and will protect M&D retreat against resultant claims of these third parties.
Article 7. Remuneration and payment
1. All amounts as mentioned in an offer or Agreement are expressed in Euros and are
provided including VAT and possible other imposed charges by the government, unless
2. Commissioning Party shall settle the invoice within the period of fourteen days after
the date of invoice. If payments are not made in due time, this instalment shall be
considered as final deadline and the Commissioning Party will be in default, without
further notice of default.
3. If the Commissioning Party believes that the amount of the invoice is incorrect, or that
there is any other inadequacy in the invoice, it shall immediately inform M&D retreat accompanied by convincing evidence of its position. Contestation of (a part
of) an invoice does not suspend the payment obligation of the Commissioning Party
with regard to (the undisputed part of) an invoice.
4. M&D retreat is entitled to annually increase its rates in accordance with the
Consumer price index, as published by Statistics Netherlands, without this providing
the right to denounce or terminate otherwise for the Commissioning Party.
Article 8. Intellectual Property Rights
1. All Intellectual Property Rights that rest on documents or materials that
Commissioning Party delivers to M&D retreat in the framework of the execution
of the Agreement, remain at all times with the Commissioning Party. Commissioning
Party provides a worldwide, non-exclusive and sublicensable license to M&D retreat in order to use the delivered materials for the execution of the Agreement.
2. The Intellectual Property Rights which lie with M&D retreat when entering into
the Agreement, remain with M&D retreat.
Article 9. Liability
1. M&D retreat is not liable for indirect damage or resulting damage, such as lost
profits, lost sales, loss of expected savings and other similar financial losses, as well as
loss of goodwill or name and reputation.
2. To the extent that M&D retreat is liable, that liability is limited to maximally the
compensation which the Commissioning Party has paid under the Agreement .
Article 10. Miscellaneous
1. Commissioning Party is not entitled to transfer arising rights and/or obligations from
the Agreement to third parties without permission of M&D retreat, unless Parties
have agreed otherwise in writing.
2. If any provision of this Agreement is or becomes invalid or non-binding, Parties remain
bound to the other provisions. Parties shall replace the invalid provisions in proper
consultation by another provision which is valid and approximates the intention of
Parties as far as possible.
3. Dutch law applies to the Agreement. All disputes shall at first-instance be presented to
the competent court in the district where M&D retreat is located.