Terms & Conditions JP Professional Services

JP Professional Services (hereinafter: JP Professional Services) is registered with the Chamber of Commerce under number 91370566 and is located at Churchill-laan 306-1 (1078 GC) in Amsterdam.

Article 1 - Definitions1. In these general terms and conditions the following terms are used in the following sense unless expressly stated otherwise.
2. Offer: any offer or quotation to the Client for the provision of Services by JP Professional Services.
3. Company: The natural or legal person acting in the course of a profession or business.
4. Consumer: The natural person not acting in the exercise of a profession or business.
5. Services: The Services that JP Professional Services offers are consulting, coaching, and training in the broadest form.
6. Service provider: JP Professional Services, incorporated under Dutch law, established in the Netherlands and offering Services to Client hereinafter: JP Professional Services.
7. Client: the natural or legal person acting in the exercise of a profession or business that JP Professional Services has appointed, projects to JP Professional Services has granted projects to JP Professional Services for Services provided by JP Professional Services performed, or to which JP Professional Services has proposed an Agreement.
8. Agreement: any Agreement and other obligations between Client and JP Professional Services, as well as proposals from JP Professional Services for Services provided by JP Professional Services provided to Client and which are accepted by Client and have been accepted and performed by JP Professional Services with which these General Terms and Conditions form an indissoluble whole.

Article 2 - Applicability.1. These General Terms and Conditions apply to any Offer of JP Professional Services, every Agreement between JP Professional Services and Client, and to every service provided by JP Professional Services offered.
2. Before an Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, JP Professional Services indicates to the Client how the Client can inspect the General Terms and Conditions.
3. Deviation from these general terms and conditions is not possible. In exceptional situations the General Terms and Conditions may be deviated from insofar as this is explicitly agreed in writing with JP Professional Services is agreed upon in writing with JP Professional Services.
4. These general terms and conditions also apply to additional, amended, and follow-up assignments from the Client.
5. The general terms and conditions of the Client are excluded.
6. If one or more provisions of these general terms and conditions are partially or entirely void or nullified, the remaining provisions of these general terms and conditions shall remain in force, and the void/ nullified provision(s) shall be replaced by a provision with the same purport as the original provision.
7. Uncertainties about the content, interpretation, or situations not regulated in these general terms and conditions shall be assessed and explained in the spirit of these general terms and conditions.
8. The applicability of Sections 7:404 and 7:407 (2) of the Civil Code is explicitly excluded.
9. Where reference is made in these General Terms and Conditions to she/he/him, this should also be construed as a reference to he/him/his, if and to the extent applicable.
10. In case JP Professional Services has not always demanded compliance with these General Terms and Conditions, it retains its right to demand full or partial compliance with these General Terms and Conditions.

Article 3 - The Offer1. Any and all services provided by JP Professional Services made by JP Professional Services are without obligation unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the Offer.
2. JP Professional Services is only bound to an Offer if it is confirmed in writing by the Client within 30 days. Nevertheless, JP Professional Services has the right to enter into an agreement with a (potential) Client at a time that is convenient for JP Professional Services. JP Professional Services just cause.
3. The offer contains a description of the Services offered. The description is sufficiently specified so that the Client is able to make a proper assessment of the offer. Any details in the offer are only indicative and cannot be grounds for any compensation or dissolution of the Agreement.
4. Offers or quotations do not automatically apply to follow-up orders.
5. Delivery times in the offer of JP Professional Services are in principle indicative and, if they are exceeded, do not entitle the Client to dissolution or damages, unless expressly agreed otherwise.

Article 4 - Establishment of the Agreement.1. The Agreement is concluded at the moment that the Client receives an Offer or Agreement from JP Professional Services accepts an Offer or Agreement from JP Professional Services by submitting a signed copy (scanned or original) to JP Professional Services or explicitly and unambiguously agrees to the Offer by e-mail.
2. JP Professional Services has the right to revoke the (signed) Agreement within 5 working days of receiving the acceptance.
3. JP Professional Services is not bound by an Offer if the Client could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from such a mistake or clerical error.
4. If the Client cancels an order already confirmed, the actual costs already incurred (including time spent) will be charged to the Client.
5. Any Agreement entered into with JP Professional Services entered into or a project that is assigned by the Client to JP Professional Services is awarded is vested in the firm and not in any individual person who may be working with JP Professional Services associated.
6. If the Agreement is entered into by more than one Client, each Client shall be individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.

Article 5 - Duration of the Agreement1. The Agreement is entered into for an indefinite period unless the content, nature, or scope of the assignment implies that it is entered into for a definite period. The duration of the assignment is partly dependent on external factors including, but not limited to, the quality and timely delivery of the information required by JP Professional Services obtained from the Client.
2. Both Client and JP Professional Services may terminate the Agreement on the grounds of an attributable failure to perform the Agreement if the other party has been given notice of default in writing and has been given a reasonable term in which to fulfill its obligations and it still fails to fulfill its obligations correctly. This also includes the Customer's payment and cooperation obligations.
3. The termination of the Agreement shall not affect the Client's payment obligations insofar as JP Professional Services has already performed work or provided services at the time of termination. The Client shall pay the agreed compensation.
6. The right of withdrawal of Customer being a Business is excluded unless otherwise agreed.
7. The Client being a Consumer has the right of withdrawal during the statutory period of 14 days, unless JP Professional Services has already commenced the Services with the Client's consent. The client waives its right of withdrawal by means of this consent.
8. The Fixed Term Agreement is not terminable prematurely.
9. If the Client being a Consumer terminates the Fixed Term Agreement after 14 days, the Consumer will owe the full cost in the Offer or Agreement, unless otherwise agreed.
10. If Client being Company terminates the Agreement for a definite period, Client shall owe the full cost in the Offer or Agreement, unless otherwise agreed.
11. The parties may terminate the Agreement for an indefinite period in writing subject to three months' notice. If the Agreement has not yet lasted three months, it may be terminated with a notice period of one month.
12. Both Client and JP Professional Services may terminate all or part of the Agreement in writing with immediate effect without further notice of default in the event that either party has been granted a moratorium, bankruptcy has been applied for, or the business concerned ends through liquidation. If a situation as mentioned above occurs, then JP Professional Services is never obliged to refund monies already received and/or compensation.

Article 6 - Performance of services1. JP Professional Services will endeavor to perform the agreed service with the utmost care as may be expected of a good service provider. JP Professional Services guarantees professional and independent service provision. All Services are performed based on an obligation to perform to the best of one's ability unless a result that is described in detail has been explicitly agreed upon in writing.
2. The Agreement under which JP Professional Services performs the Services is leading for the scope and extent of the Services. The Agreement will only be performed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
3. The information and data provided by the Client are the basis on which the information and data provided by JP Professional Services Services offered and prices are based on. JP Professional Services has the right to adjust its Services and its prices if the information provided proves to be incorrect and/or incomplete.
4. In performing the Services JP Professional Services is not obliged or obliged to follow the Client's instructions if this changes the content or scope of the agreed Services. If the instructions result in further work for JP Professional Services, the Client is obliged to pay the additional costs accordingly on the basis of a new quotation.
5. JP Professional Services is authorized to engage third parties to perform the Services at its discretion.
6. If the nature and duration of the assignment so require, the JP Professional Services Client of progress in the interim via the agreed manner.
7. The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may affect any established schedule. At no time is JP Professional Services liable for the adjustment of the planning. If the commencement, progress, or completion of the Services is delayed because, for example, the Client has not provided all the requested information, or has not provided it on time, or not in the desired format, provides insufficient cooperation, any advance payment has not been received on time by JP Professional Services or due to other circumstances, which are for the account and risk of the Client, there is a delay JP Professional Services entitled to a reasonable extension of the delivery or completion period. All damage and additional costs resulting from the delay due to a cause as mentioned above shall be for the account and risk of the Client.

Article 7 - Obligations of Client1. The Client is obligated to pay all of the JP Professional Services requested by JP Professional Services as well as relevant appendices and related information and data in time and/or before the commencement of the work and in the desired form for the correct and efficient performance of the Agreement. Failure to do so may result in JP Professional Services being unable to achieve full execution and/or delivery of the documents concerned. The consequences of such a situation shall at all times be at the expense and risk of the Client.
2. JP Professional Services is under no obligation to verify the accuracy and/or completeness of the information provided to it or to update the Client regarding the information if it has changed over time, nor is JP Professional Services responsible for the accuracy and completeness of the information provided by JP Professional Services compiled for third parties and/or provided to third parties under the Agreement.
3. JP Professional Services may, if necessary for the performance of the Agreement, request additional information. Failing this JP Professional Services is entitled to suspend its activities until the information has been received, without being obliged to compensate the Client for any damages on any account whatsoever. In the event of changed circumstances, the Client must notify this immediately, or no later than 3 working days after the change has become known, to JP Professional Services.

Article 8 - Opinions1. JP Professional Services may if so instructed, prepare advice, a plan of action, design, reporting, planning, and/or reporting for the provision of services. The contents thereof are not binding and are of an advisory nature only, but JP Professional Services observes its duties of care. The Client shall decide for itself and under its own responsibility whether to follow the advice.
2. The by JP Professional Services advice provided by JP Professional Services, in whatever form, can never be regarded as medical, legal, tax, and/or accounting advice. Even if JP Professional Services Client assists the Client in negotiations, this advice is never legal advice. If the Client interprets this advice as legal and/or fiscal advice, the Client should first consult with a trained specialist (lawyer/tax consultant).
3. The Client shall, at the first request of JP Professional Services obliged to evaluate proposals provided by it. If JP Professional Services is delayed in its work because Client fails to provide an assessment, or fails to provide an assessment in a timely manner, on a proposal submitted by JP Professional Services, Client is at all times responsible for the consequences arising from this, such as delay.
4. The nature of the services implies that the outcome is at all times dependent on external factors that may affect the reports and advice of JP Professional Services such as the quality, accuracy, and timely delivery of required information and data from the Client and its employees. The client guarantees the quality and the timely and correct supply of the required data and information.
5. Client shall JP Professional Services in writing prior to the commencement of the work all circumstances that are or may be relevant including any items and priorities for which Client wishes attention.

Article 9 - Coaching and/or Training.1. If so instructed JP Professional Services provides coaching for the Client and its employees.
2. The coaching session will take place at the Client's location or at a location to be determined by JP Professional Services. If the coaching session takes place at the Client's location, the Client is obliged to make the facilities required in connection with the coaching available in a timely manner. If a coaching session cannot take place or is delayed because the Client has not complied with the aforementioned obligation, all consequences of this will be at the expense and risk of the Client. JP Professional Services is also entitled to give instructions regarding the suitability of the location and facilities present there before the start of the coaching session.
3. The contents of the information provided by JP Professional Services coaching session offered and the advice given during the coaching session are not binding and of an advisory nature only, but JP Professional Services observes its duties of care. As far as possible, the coaching session will be tailored to the Client's wishes as well as the needs of the participant(s) concerned.
4. Client shall JP Professional Services in writing prior to the commencement of the coaching session any circumstances that are or may be relevant including any items and priorities for which Client wishes attention.
5. JP Professional Services is entitled to cancel the coaching session or move it to another date if there are too few registrations. It is at the sole discretion of JP Professional Services to reschedule the coaching session. If the Client is not available on the newly set date, the Client is entitled to a pro-rata refund of monies already paid or may participate in the coaching session on another date. The parties will consult on this matter. If there are too many applications JP Professional Services is entitled to have the coaching session take place in multiple sessions. If applicable, the aforementioned situation will be discussed with the Client in good time.

Article 10 - Online training and/or webinar1. If the Client has purchased an online training and/or webinar, the Client will be given access to the Service through an online portal of a third party. The client must agree to the terms of use of this third party before access is granted to this online portal. JP Professional Services grants the Client a non-exclusive and limited right of use with respect to the online training and/or webinar.
2. The client may only use the online learning environment for its own activities. As such, the right of use is not transferable and Client is not permitted to sell, rent, sublicense, or make the right of use available to a third party in any way or for any purpose.
3. The client has access to the online modules only if the payment conditions have been met. After payment of the training and/or webinar, the Client will receive an access link to the page where the training and/or webinar is hosted after which the Client will get access to the training and/or webinar that has been purchased. The client must then create an Account and can access the training and/or webinar by logging into the Account.
4. In case of technical problems, the Client should inform JP Professional Services of this in writing by e-mail. JP Professional Services will take the necessary measures to restore access to the service. If the Client is unable to use access to the service for a period of time, access to the service will, at the request of the Client, be extended by the period during which use of the service was not possible due to technical problems. Such a request must be made by e-mail and will only be granted if the technical problems are for the account and risk of JP Professional Services.
5. If the Client has paid for access, but does not make use of it, JP Professional Services will not refund the funds already paid. Access to the e-learning will expire after the training and/or webinar is completed. Access to the training/webinar is for a maximum of 6 months. If the Client wishes to extend this period, the Client must notify JP Professional Services, after which consultation will take place.
6. If the Client wishes to attend another training/webinar, the Client must purchase access to a new course.

Article 11 - Additional work and changes1. If during the performance of the Agreement it appears that the Agreement should be amended, or at the request of the Client further work is necessary to achieve the desired result of the Client, the Client is obliged to pay for this additional work in accordance with the agreed rate. JP Professional Services is not obliged to comply with this request and may require the Client to enter into a separate Agreement and/or refer to an authorized third party for this purpose.
2. If the additional work is the result of negligence on the part of JP Professional Services, JP Professional Services made an incorrect estimate, or could have reasonably foreseen the work in question, these costs will not be passed on to Client.

Article 12 - Prices and payment1. All prices are in principle exclusive of sales tax (VAT) unless otherwise agreed.
2. JP Professional Services performs its services in accordance with the agreed (hourly) rate. If no fixed rate has been agreed upon, the costs of the work will be calculated in arrears on the basis of the rates set by JP Professional Services prepared by JP Professional Services.
3. For any by JP Professional Services invoices issued by JP Professional Services are subject to a payment term of thirty (30) days from the invoice date, unless otherwise agreed in writing.
4. Travel time on behalf of Client, and travel-related expenses will be charged to Client.
5. Client is obliged to pay the costs of third parties, which after approval of Client by JP Professional Services it is deployed, to be reimbursed in full unless expressly agreed otherwise.
6. The parties may agree that the Client should pay an advance. If an advance payment has been agreed upon, the Client must pay the advance payment before the performance of services is commenced.
7. The Client cannot derive any rights or expectations from an estimate issued in advance unless the parties have expressly agreed otherwise.
8. JP Professional Services is entitled to increase the applicable prices and rates annually in accordance with the prevailing inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly stipulated in the Agreement (except for price changes based on VAT increases and other price changes pursuant to laws and regulations).
9. Client shall pay these costs in a lump sum, without set-off or suspension, within the specified payment period as stated on the invoice, to the account number and details of JP Professional Services.
10. JP Professional Services is entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest that has fallen due, and finally to reduce the Client sum and the accrued interest. JP Professional Services may, without thereby being in default, refuse an offer of payment if the Client indicates a different sequence for the allocation of payment.
11. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation, or petition for payment against Client, payment and all other obligations of Client under the Agreement shall become immediately due and payable.

Article 13 - Collection policy1. When the Customer does not meet its payment obligation and has not fulfilled its obligation within the payment term set for it, the Customer being a Business is legally in default. The customer being a Consumer will first receive a written reminder within a period of 14 days after the date of the reminder to still comply with the payment obligation with an indication of the extrajudicial costs if the Consumer does not comply with her obligations within that period, before she is in default.
2. From the date that Client is in default, the JP Professional Services be entitled, without further notice of default, to statutory commercial interest from the first day of default until payment in full, and to compensation of the extrajudicial costs in accordance with Section 6:96 of the Dutch Civil Code, to be calculated in accordance with the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
3. If JP Professional Services incurred more or higher costs than are reasonably necessary, such costs shall be eligible for reimbursement. The integral judicial and execution costs incurred shall also be borne by the Client.

Article 14 - Privacy, data processing and security1. JP Professional Services will treat the Client's (personal) data with care and will only use it in accordance with the applicable standards. If requested JP Professional Services inform the person concerned about this.
2. The client is responsible for the processing of data that is obtained using the service of JP Professional Services. The client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, Client indemnifies JP Professional Services against any claim (legal or otherwise) relating to these data or the performance of the Agreement.
3. If JP Professional Services is required under the Agreement to provide for the security of information, such security shall comply with the agreed specifications and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the data, and the associated costs.

Article 15 - Suspension and dissolution1. JP Professional Services has the right to retain the data, data files, and more received or realized by it if the Client has not yet fulfilled (in full) its payment obligations. This right remains in full force and effect in the event of a JP Professional Services justified reason arises that justifies suspension in that case.
2. JP Professional Services is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will immediately be confirmed to the Client in writing.
3. JP Professional Services shall in such case not be liable for damages of any nature whatsoever as a result of the suspension of its work.
4. The suspension (and/or dissolution) shall not affect the Client's payment obligations for work already performed. Furthermore, Client is obliged to JP Professional Services compensate JP Professional Services for any financial loss that JP Professional Services suffers as a result of Client's default.

Article 16 - Force majeure1. JP Professional Services is not liable if it cannot fulfill its obligations under the Agreement as a result of a force majeure situation.
2. Force majeure on the part of JP Professional Services shall include, but not be limited to: (i) force majeure of suppliers of JP Professional Services(ii) failure to properly fulfill the obligations of suppliers assigned by the Client or its third parties to JP Professional Services. JP Professional Services (iii) defectiveness of software or any third parties involved in the performance of the service, (iv) government measures, (v) failure of electricity, internet, data network, and/or telecommunication facilities, (vi) illness of employees of JP Professional Services or consultants engaged by it, and (vii) other situations which in the opinion of JP Professional Services beyond its control that temporarily or permanently prevent the performance of its obligations.
3. In case of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. All costs incurred prior to the dissolution of the Agreement will in that case be paid by the Client. JP Professional Services is not obliged to compensate the Client for any losses caused by such rescission.

Article 17 - Limitation of liability1. If any result set forth in the Agreement is not achieved, a failure of JP Professional Services is deemed to exist only if JP Professional Services expressly promises this result when accepting the Agreement.
2. If there is an attributable failure of JP Professional Services, JP Professional Services is obliged to pay any damages only if Client JP Professional Services gives notice of default within 14 days of discovery of the failure and JP Professional Services has not subsequently rectified this failure within a reasonable period of time. The notice of default must be submitted in writing and contain an accurate description/substantiation of the failure so that JP Professional Services is able to respond adequately.
3. If the performance of Services by JP Professional Services leads to liability of JP Professional Services such liability is limited to the total amount invoiced in the context of the Agreement, but only in respect of direct losses suffered by the Client unless the losses are the result of intent or recklessness bordering on intent on the part of JP Professional Services. JP Professional Services. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of the damage, the direct damage, the liability, and the manner of repair.
4. JP Professional Services expressly excludes all liability for consequential damages. JP Professional Services is not liable for indirect damage, trading loss, loss of profits and/or losses suffered, missed savings, damage due to business interruption, asset losses, delay damage, interest damage, and immaterial damage.
5. Client indemnifies JP Professional Services against all claims from third parties as a result of a defect as a consequence of a service provided by Client to a third party that consisted in part of services provided by JP Professional Services provided, unless Client can prove that the damage was caused solely by the service provided by JP Professional Services.
6. Any by JP Professional Services advice provided by JP Professional Services, based on incomplete and/or incorrect information provided by the Client, is never grounds for liability on the part of JP Professional Services. JP Professional Services.
7. The content of the advice provided by JP Professional Services is not binding and is only advisory in nature. The client decides and at its own responsibility whether to accept the proposals and advice of JP Professional Services mentioned herein. JP Professional Services followed. All consequences arising from following the advice are at the expense and risk of the Client. The client is at all times free to make their own choices that deviate from the advice of JP Professional Services. JP Professional Services. JP Professional Services is not bound to any form of refund if this is the case.
8. If a third party is engaged by or on behalf of the Client, then JP Professional Services is never liable for the actions and advice of the third party engaged by the Client as well as the processing of results (of advice drawn up) of the third party engaged by Client in JP Professional Services its own advice.
9. JP Professional Services does not guarantee the correct and complete transmission of the contents of and by/on behalf of JP Professional Services sent, nor for the timely receipt thereof.
10. All claims by Client due to failure on the part of JP Professional Services lapse if these have not been reported in writing, supported by reasons, to JP Professional Services within one year after Client was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, the liability of JP Professional Services.

Article 18 - Secrecy1. JP Professional Services and Client undertake to keep confidential all confidential information obtained as part of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected to be confidential information. Confidentiality does not apply if the information concerned is already public/general knowledge, the information is not confidential, and/or the information was not disclosed to the Client during the Agreement. JP Professional Services made known to JP Professional Services during the Agreement and/or has not been disclosed in any other way by JP Professional Services has been obtained.
2. In particular, the confidentiality shall cover confidentiality imposed by JP Professional Services reports, designs, working methods, and/or reports drawn up by JP Professional Services regarding the Client's assignment. The client is expressly forbidden to share the contents thereof with employees who are not authorized to take cognizance thereof and with (unauthorized) third parties. Furthermore, JP Professional Services always exercise due care when handling all business-sensitive information provided by the Client.
3. If JP Professional Services is pursuant to a statutory provision or court order, JP Professional Services is obliged to (also) provide the confidential information to a third party designated by the law or a competent court and JP Professional Services cannot invoke a right to privilege, JP Professional Services is not obliged to pay any damages and does not give Client any grounds for dissolution of the Agreement.
4. For the transfer or distribution of information to third parties and/or publication of statements, advice, or productions made by JP Professional Services provided to third parties, the written permission of JP Professional Services is required, unless such permission has been expressly agreed in advance. Client shall JP Professional Services indemnify JP Professional Services against all claims by such third parties as a result of reliance on such information that is disclosed without the written consent of JP Professional Services has been disseminated.
5. Laying the obligation of confidentiality JP Professional Services and Client also impose on the third parties to be engaged by them.

Article 19 - Intellectual Property Rights.1. All IP rights and copyrights of JP Professional Services including but not limited to all designs, models, reports, and advice are held exclusively by JP Professional Services and shall not be transferred to the Client unless expressly agreed otherwise.
2. If it is agreed that one or more of the aforementioned items or works of JP Professional Services be transferred to Client, is JP Professional Services entitled to enter into a separate Agreement for this and to demand an appropriate monetary compensation from Client. Such compensation must be paid by the Client before it acquires the items or works in question with the IP rights vested in them.
3. The Client is prohibited from removing all documents and software to which the IP rights and copyrights of JP Professional Services rest, may not be disclosed and/or reproduced, altered, or made available to third parties (including use for commercial purposes) without the express prior written permission of JP Professional Services. If the Client wishes to make changes to the information provided by JP Professional Services delivered by JP Professional Services, JP Professional Services explicitly approves the intended changes.
4. The Client is prohibited from using the items and documents to which the intellectual property rights of JP Professional Services be used otherwise than as agreed in the Agreement.
5. The parties will inform each other and take joint measures if IP rights are infringed.

Article 20 - Indemnification and accuracy of information1. Client is itself responsible for the accuracy, reliability, and completeness of all data, information, documents, and/or records, in whatever form, that it provides to JP Professional Services as part of an Agreement, as well as for the data that it has obtained from third parties and which it has supplied to JP Professional Services. JP Professional Services have been provided to JP Professional Services for the purposes of performing the Service.
2. The Client indemnifies JP Professional Services from any liability as a result of failure to comply with obligations relating to the timely provision of all accurate, reliable, and complete data, information, documents, and/or records.
3. Client indemnifies JP Professional Services against all claims by the Client and third parties engaged by it or working under it, as well as by clients of the Client, based on the failure to obtain (on time) any subsidies and/or approvals required within the framework of the performance of the Agreement.
4. Client indemnifies JP Professional Services against all claims from third parties arising from the work performed for the Client, including but not limited to intellectual property rights to the data and information provided by the Client that can be used in the performance of the Agreement and/or the Client's acts or omissions vis-à-vis third parties.
5. If Client sends electronic files, software, or data carriers to JP Professional Services provided, Client guarantees that they are free of viruses and defects.

Article 21 - Complaints1. If Client is not satisfied with the service provided by JP Professional Services or otherwise has complaints about the performance of its assignment, Client is obliged to report these complaints as soon as possible, but no later than within 7 calendar days after the relevant reason that led to the complaint. Complaints may be reported verbally or in writing at [email protected] with the subject line "Complaint".
2. The complaint must be sufficiently substantiated and/or explained by the Client in order for JP Professional Services to be able to handle the complaint.
3. JP Professional Services will respond substantively to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.
4. The parties will try to reach a solution jointly.

Article 22 - Applicable law1. The legal relationship between JP Professional Services and the Client is governed by Dutch law.
2. JP Professional Services has the right to amend these General Terms and Conditions and will notify the Client accordingly.
3. In case of translations of these general terms and conditions, the Dutch version shall prevail.
4. All disputes arising out of or as a result of the Agreement between JP Professional Services and Client, shall be settled by the competent court of the District Court of Amsterdam, location Amsterdam, unless provisions of mandatory law designate another competent court.