Terms of Service

These Terms of Service are a legally binding Agreement between you (hereinafter referred to as the Client or you) and StrengthsCompany (hereinafter referred to as StrengthsCompany, we, our, or us). By using any of the services offered by StrengthsCompany, you agree and acknowledge that you have read, understood, and unconditionally accepted all of the Terms of Service contained herein.

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Article 1 – Definitions & Interpretation

In this Agreement, unless the context otherwise requires:

• Agreement means the Service Agreement, in whatever form, reached between StrengthsCompany and the Client according to which StrengthsCompany agrees to render Services to the Client. This Agreement comes into force when the Client accepts the applicability of these Terms of Service.

• Client means the legal party that engages the Services under an Agreement.

• Employee means the natural person or a group of natural persons employed by the Client, who will be the service-recipient(s) for the Services engaged by the Client. References to "Employee" in these Terms of Service shall also apply to a team of employees, where applicable.

• StrengthsCompany means the business established under the laws of the Netherlands, under the Chamber of Commerce number 96889322, which offers the Services under these Terms of Service.

• Fee(s) means the amounts due to StrengthsCompany in consideration of the Services rendered.

• Proposal means the written overview of Services provided by StrengthsCompany to the Client, to which these Terms of Service are expressly applicable.

• Services mean the coaching services as offered by StrengthsCompany and agreed upon in an Agreement between the parties.

• Website means our website www.strengthscompany.com, where the Services are advertised.

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Article 2 – General Applicability and Amendment

1. These Terms of Service apply to all Agreements and all Services offered by StrengthsCompany, except where expressly indicated to the contrary.

2. You may not use the Services nor accept these Terms of Service if you do not have the required legal capacity to form a binding contract with StrengthsCompany.

3. The use of the Services requires the unconditional acceptance by the Client of the applicability of these Terms of Service. It is the responsibility of the Client to read and understand the Terms of Service before retaining any Services. If you do not agree to these Terms of Service, do not use any of our Services.

4. All Terms of Service used by the Client that are contrary to these Terms of Service are hereby rejected and therefore do not apply to the use of any Services by the Client.

5. Where these Terms of Service conflict with an Agreement, the terms of the Agreement will prevail.

6. Any personal data submitted by you to StrengthsCompany will be governed by our Privacy Policy.

 

Article 3 – Obligations and Rights of StrengthsCompany

1. StrengthsCompany shall complete the Services with reasonable skill, care, and diligence in accordance with the Agreement. However, StrengthsCompany shall only have best effort obligations, not result obligations.

2. StrengthsCompany shall have the right to make changes to the Services to comply with applicable law or similar requirements, or which do not materially affect the nature or the quality of the Services.

3. If the Services, as agreed, need to be amended by StrengthsCompany due to a change in circumstances, whereby that change cannot be attributed to StrengthsCompany, StrengthsCompany may make any such amendments to the Services as it deems necessary.

4. The agreed-upon sessions, their location, and scheduling for the performance of the Services shall be as specified in the Agreement.

5. The Client acknowledges that StrengthsCompany does not guarantee any specific result or outcome from the Services.

6. StrengthsCompany shall be entitled to engage subcontractors to perform the Services under the Agreement, either wholly or in part. StrengthsCompany shall ensure that these third parties enter into relevant confidentiality and data protection obligations.

 

Article 4 – Obligations and Rights of the Client

1. The Client shall provide all data, tools, and information required for the proper execution of the Agreement in a timely, complete, and accurate manner.

2. The Client shall inform StrengthsCompany of any facts or circumstances that may impact the execution of the Services. The Client guarantees the correctness, completeness, and reliability of the information provided.

3. The Client shall immediately report any complaints in writing, providing a detailed description of the issue. Complaints shall not entitle the Client to additional Services beyond those agreed upon without additional fees.

4. The Client and/or Employee(s) may contact StrengthsCompany via email, phone, or WhatsApp between sessions. StrengthsCompany will respond within 1 business day.

5. The Client shall respect StrengthsCompany’s confidentiality commitments regarding Employees. If the Client attempts to compel StrengthsCompany to disclose confidential details, StrengthsCompany may immediately terminate the Agreement without liability for damages and/or refunds.

6. The Client may request additional sessions or offline time for services related to the Agreement. This shall be subject to an additional charge with a minimum billing of one hour.

7. If the Client requests in-person Services, they agree to cover any additional costs incurred. StrengthsCompany will inform the Client of such costs in writing before proceeding.

 

Article 5 – The Relationship Between StrengthsCompany and the Employee

1. The Employee is choosing to voluntarily participate in the Services offered under these Terms of Service. The Services are in no way a substitute for or replacement of professional medical advice, counselling, psychotherapy, psychoanalysis, substance abuse treatment, mental health advice, or therapy. StrengthsCompany is not a medical or mental health organization and can therefore not give a diagnosis or treatment. Any advice given under the Services should be considered a suggestion only, and the Employee(s) acknowledge that any decision to act upon a suggestion is a decision for which the Employee(s) are solely responsible.

2. No advice given under the Services should be considered to be financial, legal, tax, medical, or mental health advice. The Client and Employee(s) are encouraged to contact licensed, qualified professionals with expertise in these specific topics.

3. If the Employee(s) are currently under any physical, mental, or medical treatment, they are strongly advised to consult with their physician before they participate in the Services.

4. Under certain circumstances, StrengthsCompany may advise that they seek an alternative service that will be more suitable. StrengthsCompany shall discuss this with the Employee. It is the Employee’s responsibility to decide whether to follow up with this advice or not.

5. The Employee(s) understand and agree that to enhance and maximize the coaching relationship, each Employee must communicate honestly, be open to feedback, and create the time and energy to participate fully in the relationship.

 

Article 6 – Sessions and Cancellation

1. Sessions shall be booked and scheduled with mutual agreement between the Client, Employee, and StrengthsCompany for a duration and frequency as agreed in the Agreement.

2. If the Employee(s) are more than 15 minutes late for any booked session (without a good reason), the session is considered to have been foregone. If the Client informed StrengthsCompany in advance regarding their lateness, StrengthsCompany will continue the session for the remaining time of the booked session.

3. The Client and/or Employee may reschedule any session by informing StrengthsCompany no later than 48 hours in advance of the session. StrengthsCompany will offer the Client 3 different options to reschedule. If none of the three options work for the Client, the session will be refunded. Cancellations at any later date and/or time shall not be subject to any refund or rescheduling.

 

Article 7 – Fees and Expenses

1. Upon entering into an Agreement under these Terms of Service, and subject to the provisions of Article 2, the Client enters into a legally binding payment obligation.

2. All prices quoted to the Client on the Proposal and/or the Agreement shall include the applicable VAT, except if explicitly stated otherwise. Fees will be quoted in Euros (€), unless otherwise stated in the Agreement. Typing errors and price changes are reserved.

3. The Client shall pay each invoice submitted by StrengthsCompany within 14 days of the date of the invoice. Invoices are issued up front in advance of any Services.

4. If the Client fails to pay any invoice by the due date for payment, StrengthsCompany may, without prejudice to any other rights:

   • suspend the provision of the Services until payment in full (including interest where applicable) is received; and/or

   • charge, at its own discretion, interest on the sum outstanding at the statutory commercial rate (8%).

 

Article 8 – Force Majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, in the event of force majeure, there is no shortcoming attributable to StrengthsCompany. Force majeure in these Terms of Service is understood to mean any circumstance independent of the will of StrengthsCompany - even if it was foreseeable at the time the Agreement was concluded - which permanently or temporarily prevents the fulfilment of the Agreement, and to the extent not already therein included: (danger of) (civil) war; natural occurrences such as fires, explosions, earthquakes, drought, tidal waves, and floods; riot; strike; transport difficulties; computer malfunctions; power outages; a pandemic, epidemic or any other threat to public health; staff illness; and all other external causes. To the maximum extent permitted by applicable law, StrengthsCompany shall not be liable for any compensation for any loss arising from force majeure.

2. Failure to fulfil the Agreement by StrengthsCompany in the event of force majeure is regarded as a circumstance not attributable to StrengthsCompany and therefore does not entitle the Client to any refund or compensation.

3. If the period of force majeure has lasted longer than 30 consecutive days, either Party may terminate the Agreement in whole or in part.

 

Article 9 – Limitation of Liability

1. To the maximum extent permitted by law, StrengthsCompany makes no representations or warranties about the accuracy, correctness, quality, or completeness of any information provided on or through the Website.

2. StrengthsCompany furthermore makes no representations or warranties regarding its Services. The Services are provided on an “as is” and “as available” basis in the hope of being useful, but without any guarantee. StrengthsCompany excludes to the fullest extent permitted under the applicable law all warranties and representations, whether express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose, as well as non-infringement of intellectual property rights.

3. StrengthsCompany is not liable for possible damage caused under these Terms of Service or under the Agreement, both by itself and by third parties, except in the case of intent or deliberate recklessness on the part of StrengthsCompany, provided that it has been demonstrated by the Client.

4. The liability of StrengthsCompany is at all times limited to the value of the Agreement.

5. To the maximum extent permitted by law, StrengthsCompany shall not be liable for any indirect or consequential damages, including any loss of profit, loss of business, interruption to business, loss of opportunity, use, or goodwill, or any other intangible losses resulting from: (a) your use or inability to use our Services or (b) any conduct of any party other than StrengthsCompany itself.

6. StrengthsCompany shall not be responsible for interruptions, connectivity issues, or service failures caused by third-party software (e.g., Microsoft Teams) used for virtual sessions. Clients are responsible for ensuring they have a stable internet connection, functioning devices, and the necessary software updates to access scheduled sessions. StrengthsCompany is not liable for any rescheduling or missed sessions due to the Client’s technical difficulties unless explicitly agreed otherwise.

 

Article 10 – Intellectual Property

1. “Intellectual Property Rights” shall mean all patents, inventions, models, copyrights, trademarks, business and domain names, rights in design, rights in software, moral rights, and any other intellectual property rights, whether registered or unregistered. Any pre-existing Intellectual Property Rights of either party made available in connection with the provision of the Services shall remain vested in that party. The other party hereby receives a license to use those rights insofar as necessary to perform or to enjoy the Services.

2. All Intellectual Property Rights created in the course of the provision of the Services shall belong to StrengthsCompany. All rights not expressly granted to the Client are reserved by StrengthsCompany.

3. Unless agreed upon otherwise in writing, StrengthsCompany shall retain all rights and powers that accrue to it concerning the Intellectual Property Rights in the works produced by it. The ownership of the works and the Services supplied by StrengthsCompany, such as ideas, concepts, scripts, texts, images, illustrations, designs, and anything else created by StrengthsCompany remains with StrengthsCompany. The aforementioned elements that form part of the works produced by StrengthsCompany may not be multiplied, reproduced, or modified without written permission.

4. The Client is prohibited from reproducing, duplicating, copying, (re)selling, or exploiting any portion of the Services without the express written permission by StrengthsCompany.

 

Article 11 – Confidentiality

1. StrengthsCompany shall maintain the confidentiality of all confidential information that it receives from the Client or another source in the context of the Agreement. Confidential information shall be any information that is expressly indicated as such, or of which StrengthsCompany can reasonably understand it to be confidential.

2. StrengthsCompany will take all reasonable steps and precautions to ensure the confidentiality of all such information.

3. The duty to maintain confidentiality shall not apply to information that:

   • at the time it was received by StrengthsCompany was already public, or has since been made public without any violation of the duty of confidentiality;

   • of which StrengthsCompany can prove it was already in its possession when provided by the Client;

   • was received by StrengthsCompany from a third party that was entitled to disclose such information; or

   • StrengthsCompany must disclose due to a legal obligation.

4. The Client may voluntarily provide testimonials, reviews, or feedback regarding their experience with StrengthsCompany. By submitting a testimonial, the Client grants StrengthsCompany the right to use, edit, and publish it for marketing and promotional purposes, including but not limited to websites, social media, and printed materials. If the Client prefers to remain anonymous or have their testimonial removed from public platforms, they may submit a written request, and StrengthsCompany will comply within a reasonable timeframe.

 

Article 12 – Term, Termination, and Refunds

1. The Agreement shall commence on the date these Terms of Service have been accepted and shall continue in full force and effect until the date as specified on the Agreement.

2. The first month from the effective date specified on the Agreement shall be a trial period. During this time, either Party may terminate the Agreement with immediate effect, for any reason, upon giving written notice. The Client shall remain liable to compensate StrengthsCompany for Services provided prior to termination.

3. Upon expiry of the trial period, the Client may terminate the Agreement only as specified on the Agreement. The Parties may terminate the Agreement in mutual written agreement, but this may imply that the Client shall still be required to compensate StrengthsCompany for all Services already rendered as well as the expenses already incurred for the delivery of future Services.

4. StrengthsCompany may terminate the Agreement immediately and without notice if the Client consistently fails to meet their obligations under the Agreement, or if StrengthsCompany cannot reasonably be expected to continue the Agreement due to the Client’s behavior.

5. Either party may terminate an Agreement prematurely without notice to the other party if:

   • the bankruptcy of the other party is pronounced;

   • the other party applies for its own bankruptcy or suspension of payment;

   • a substantial part of the other party’s assets is seized; or

   • the other party violates applicable laws or regulations, including (but not limited to) legislation relating to criminal liability, fraud, misappropriation, (bankruptcy) fraud, bribery, or corruption.

6. On termination of the Agreement for any reason, the Client shall immediately pay to StrengthsCompany any outstanding invoices, and for any Services performed for which no invoice has been sent, StrengthsCompany shall submit an invoice which shall be payable immediately on receipt.

7. Provisions herein that expressly or by implication survive termination shall continue in full force and effect.

 

Article 13 – Data Protection

1. If the Client is a legal entity, this Article on Data Protection will apply. The parties shall comply with all applicable requirements of the General Data Protection Regulation (EU 2016/679) and any amendment of replacement of it in force from time to time (the “Data Protection Legislation”).

2. All personal data that StrengthsCompany may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and StrengthsCompany’s rights thereunder.

3. For complete details of StrengthsCompany’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the StrengthsCompany’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the StrengthsCompany’s Privacy Policy.

4. In this Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in the Data Protection Legislation.

5. Both StrengthsCompany and the Client shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Article nor any other provisions of this Agreement shall relieve any party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

6. For the purposes of the Data Protection Legislation and this Agreement, the Client is the “Data Controller” and StrengthsCompany is the “Data Processor”.

7. The type(s) of personal data, the scope, nature, and purpose of the processing, and the duration of the processing shall be as follows:

   • Categories of Data Subjects: Employees;

   • Personal Data processed: Name, email address, phone number, and any personal data shared by the data subject during a session;

   • Purpose: the provision of Services under these Terms of Service;

   • Duration: for the duration of the Agreement between the Client and StrengthsCompany.

8. The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in these Terms of Service.

9. The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms of Service:

   • Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law;

   • Ensure that it has in place suitable technical and organizational measures (as approved by the Data Controller) to protect the personal data from unauthorized or unlawful processing, accidental loss, damage, or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures;

   • Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;

   • Not transfer any personal data outside of the European Union without the prior written consent of the Data Controller, and only if the following conditions are satisfied:

     • The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

     • Affected data subjects have enforceable rights and effective legal remedies;

     • The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

     • The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

   • Assist the Data Controller at the Data Controller’s cost in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators;

   • Notify the Data Controller without undue delay of a personal data breach;

   • On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and

   • Maintain complete and accurate records of all processing activities and technical and organizational measures implemented, necessary to demonstrate compliance with this Article and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

 

Article 14 – Miscellaneous

1. Relationship. StrengthsCompany and the Client shall at all times be independent contractors. Nothing in this Agreement shall render StrengthsCompany to be an employee, agent, or partner of the Client, and the parties shall not form a joint venture or partnership.

2. No Waiver. No failure or delay by any party in exercising any of its rights under these Terms of Service shall be deemed to be a waiver of that right, and no waiver by any party of a breach of any provision of these Terms of Service shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

3. Non-Assignment. This Agreement is personal to the parties and no party may assign, mortgage, charge (otherwise than by floating charge) or sub-license any of its/his/her rights hereunder.

4. Severability. If one or more of the provisions in these Terms of Service are found to be wholly or partially invalid, the remaining provisions will remain in force. StrengthsCompany will formulate new provisions to replace the invalid provisions, whereby the scope of the original provisions will be carefully considered.

5. Modification. StrengthsCompany may unilaterally change these Terms of Service. The amended Terms of Service are immediately applicable to any Agreements entered into after the amendments have been implemented, and 30 days after the written announcement of the amendment to you for previously existing Agreements if you have not indicated your intention to cancel the Agreement.

6. Future Applicability. By contracting based on these Terms of Service, the Client agrees to the applicability thereof in respect of future agreements between itself and StrengthsCompany, even if this is not expressly stated.

7. Entire Agreement. Except as supplemented by additional Terms of Service, policies, guidelines, or standards, these Terms of Service contain the entire legal understanding between StrengthsCompany and you and supersede any and all prior or written and/or oral understandings or agreements concerning your access to and use of the Services.

 

Article 15 – Governing Law

1. Only the laws and regulations of the Netherlands will apply to the legal relationship between StrengthsCompany and you.

2. The courts of the Netherlands are authorised (in the first instance) to take cognizance of any dispute between StrengthsCompany and the Client regarding these Terms of Service, the Agreement, or any non-contractual dispute, unless otherwise required by law.

 

Article 16 – Contact

1. Questions about the Terms of Service can be sent to contact@strengthscompany.com.