5. Execution of the assignment
Mension performs the assignment carefully and professionally, based on an obligation of effort. This means that Mension is committed to proper execution but does not guarantee a specific result, unless this has been expressly agreed upon in writing.
Mension determines the manner in which the assignment is carried out, naturally in consultation with the client and within the agreements made.
Mension may engage third parties if necessary or desirable for the proper execution of the assignment.
The client ensures that Mension has timely access to all information, access, participants, decision-making, and cooperation necessary to properly execute the assignment.
If a delay occurs because the client does not provide information, cooperation, or decision-making in a timely manner, Mension is entitled to an extension of the schedule and reimbursement of any additional costs.
6. E-learning, AI, and digital applications
If the assignment involves the use of e-learning, AI applications, online learning environments, digital modules, tools, platforms, or other digital applications from Mension, the agreements in this article also apply.
Digital applications from Mension are intended to support reflection, learning, development, analysis, collaboration, leadership, behavior, and decision-making. They do not replace human judgment, professional advice, legal advice, medical advice, psychological treatment, or other specialist guidance.
When using AI applications, results, suggestions, analyses, or advice may be generated based on information entered by users. These results are supportive in nature. The client and users remain responsible for their assessment, interpretation, and application.
Users are responsible for the information they enter into e-learning, AI applications, or other digital applications from Mension. Mension asks users to handle personal data, confidential information, business-sensitive information, and other sensitive data with care.
Mension may adjust, improve, expand, limit, or temporarily interrupt the content, functionality, design, and availability of e-learning, AI applications, and other digital applications for maintenance, security, further development, or other reasonable business purposes.
The client ensures that users are granted the correct access to the digital applications and that they are aware of relevant terms of use, privacy information, and internal agreements regarding their use.
It is not permitted to use e-learning, AI applications, or other digital applications from Mension for unlawful purposes, to infringe upon the rights of third parties, to distribute harmful or discriminatory content, to circumvent security, or to copy, train, reverse-engineer, or reuse technology, prompts, methodology, content, work formats, or materials from Mension.
Mension strives to offer digital applications carefully and securely, but cannot guarantee that they will always be error-free, complete, up-to-date, uninterrupted, or free from malfunctions. Any technical limitations, malfunctions, or temporary unavailability do not entitle the client to compensation, unless otherwise agreed in writing.
7. Planning, rescheduling, and cancellation
For training courses, workshops, team days, meetings, coaching trajectories, and other scheduled activities, the following cancellation conditions apply, unless otherwise agreed in writing:
a. for cancellations 21 days or more before the scheduled date, no cancellation fee is due, with the exception of external costs already incurred;
b. for cancellations less than 21 days before the scheduled date, 50% of the agreed amount is due;
c. for cancellations less than 14 days before the scheduled date, 75% of the agreed amount is due;
d. for cancellations less than 7 days before the scheduled date, 100% of the agreed amount is due.
External costs, such as venue costs, catering, travel and accommodation expenses, license fees, third-party costs, or custom materials, will always be charged in full if Mension cannot cancel these costs free of charge.
Rescheduling a planned activity is only possible by mutual agreement. Mension may charge reasonable costs if rescheduling leads to additional preparation, changes to the schedule, external costs, or loss of available capacity.
In the event of illness or force majeure on the part of Mension, Mension will make every effort to arrange a suitable replacement or agree on a new date.
8. Prices, invoicing, and payment
The billing method is agreed upon per assignment. Mension can work with invoicing in advance, in arrears, in installments, or with a deposit.
For larger projects, Mension may request a deposit before work commences. Invoices must be paid within 14 days of the invoice date, unless otherwise agreed in writing.
If the client fails to pay on time, the client is in default without further notice of default being required. Mension may then charge statutory commercial interest and reasonable collection costs.
Mension may suspend work as long as invoices remain unpaid, without being liable for any resulting delay or damage.
Objections to an invoice must be reported in writing within 14 days of the invoice date. An objection does not suspend the payment obligation, unless Mension confirms otherwise in writing.
9. Additional work
Additional work occurs if Mension performs extra tasks at the client's request that fall outside the original assignment.
Additional work may arise from, among other things, extra meetings, additional preparation, extra participants, additional reports, additional digital setup, custom adjustments, extra consultation, or changed requirements from the client.
Additional work will be invoiced at the agreed rates or, if no rate has been agreed upon, at Mension's standard rates.
10. Confidentiality
Mension and the client will treat information received from each other in the context of the assignment, which they know or can reasonably understand to be confidential, as confidential.
Mension treats information about participants, teams, conversations, conflicts, reflections, personal development, and organizational issues with care and confidentiality.
Mension does not share personal conversation notes, individual reflections, or personal information of participants with the client, unless clearly agreed upon in advance, required by law, or if the participant in question has given permission.
Mension may share general, anonymized, or aggregated insights regarding patterns, themes, learning outcomes, or development points within an organization, provided these cannot be traced back to individual persons.
The obligation of confidentiality remains in effect after the assignment has ended.
11. Intellectual property
All intellectual property rights to methodologies, models, formats, texts, working methods, exercises, questionnaires, scans, reports, presentations, e-learning modules, Ari content, prompts, concepts, designs, and other materials from Mension remain the property of Mension or its licensors.
The client is granted a non-exclusive, non-transferable right of use solely for internal use within their own organization, to the extent necessary for the purpose of the assignment.
It is not permitted to copy, publish, sell, commercially use, provide to third parties, incorporate into one's own products, or use for training, developing, or improving one's own or external AI systems any materials from Mension without written permission.
If the client provides their own materials, information, or data, the client remains the owner of those materials, information, and data. The client grants Mension the right to use them for the execution of the assignment.
12. Privacy and personal data
Mension processes personal data in accordance with applicable privacy legislation, including the General Data Protection Regulation (GDPR).
To the extent necessary, Mension and the client will enter into additional agreements regarding privacy, roles, security, and processor responsibility.
If Mension processes personal data on behalf of the client, the parties may enter into a data processing agreement.
If Mension independently determines the purposes and means of processing, Mension acts as the data controller.
More information can be found in Mension's privacy policy at www.wearemension.com/privacybeleid
13. Liability
Mension is only liable for direct damage that is the direct result of a demonstrable failure by Mension in the execution of the assignment.
Mension's liability is limited to the amount paid out in the relevant case by Mension's professional or business liability insurance, plus any applicable deductible.
If, for any reason, no insurance payout occurs, Mension's liability is limited to the amount paid to Mension for the relevant assignment in the three months preceding the occurrence of the damage, with a maximum of [insert amount].
Mension is not liable for indirect damage, consequential damage, loss of profit, missed savings, reputational damage, loss of data, business interruption, or damage resulting from decisions made by the client or users based on advice, guidance, Ari, e-learning, or other materials from Mension.
The client remains responsible for decisions, implementation, personnel choices, legal assessments, medical or psychological follow-up, and other actions resulting from Mension's services.
14. Force majeure
Mension is not required to fulfill its obligations in the event of force majeure.
Force majeure includes, but is not limited to, illness, absence of employees or hired experts, failures in digital systems, internet outages, cyber incidents, government measures, fire, pandemics, strikes, transport problems, supplier failures, or other circumstances beyond Mension's reasonable control.
In the event of force majeure, Mension and the client will work together to find an appropriate solution, such as rescheduling, digital delivery, or an adjusted schedule.
15. Complaints
If the client is dissatisfied with the services provided, the client must notify Mension in writing as soon as possible.
Mension will handle the complaint with care and make every effort to reach an appropriate solution together with the client.
A complaint does not suspend the client's payment obligation.
16. Termination
Both parties may terminate the agreement prematurely if the other party commits a material breach and fails to remedy this breach within a reasonable period after receiving a written notice of default.
Mension may terminate or suspend the agreement immediately if the client files for bankruptcy, requests a suspension of payments, is dissolved, fails to meet payment obligations, or acts in violation of these terms and conditions.
In the event of premature termination, Mension is entitled to payment for work already performed, costs incurred, reserved capacity, and any cancellation fees.
17. References and communication
Mension may only use the client's name and logo as a reference with the client's permission.
Photos, videos, quotes, or recognizable case studies will only be used publicly if permission has been granted.
18. Governing law and disputes
All agreements with Mension are governed by Dutch law.
Disputes should preferably be resolved through mutual consultation first. If this is not successful, disputes will be submitted to the competent court in the district where Mension has its registered office, unless mandatory law provides otherwise.
