General terms and conditions

Below are the terms and conditions that apply to the use of OGSM's services and templates.

GENERAL TERMS AND CONDITIONS/DELIVERY CONDITIONS OGSM.com

Version: 2026 v.1 based on the branch model Order of Organizational Experts and Advisors (December 2022) supplemented with OGSM.com provisions.

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1. Definitions

In these General Terms and Conditions, the following definitions apply:
1. general terms and conditions: these provisions.
2. OGSM.com: OGSM.com, located at Admiraal de Ruijterweg 101 1, 1056 EV Amsterdam, registered with the Chamber of Commerce under number 95608567, as well as all trade names under which OGSM.com operates.
3. client: the party that contracts or intends to contract with OGSM.com, acting in the exercise of a profession or business.
4. assignment: any agreement between OGSM.com and the client to provide services and/or products to the client.
5. offer: any oral or written offer from OGSM.com to enter into an assignment.
6. materials: all reports, advice, results, workbooks, presentations, templates, formats, (online) learning content, software, databases, concepts, drawings and other (digital) files and physical objects developed and/or provided by OGSM.com as part of the assignment.
7. online environment: a learning environment, portal or platform used by OGSM.com or the client in which (parts of) the assignment, modules, licenses or materials are unlocked.
Where these terms and conditions state singular, plural is also meant and vice versa.

2. Applicability of the General Terms and Conditions

The general terms and conditions apply to all offers, offers, orders, activities, agreements and legal acts where OGSM.com supplies goods and/or services of any kind to the client.
The applicability of the client's purchase or other terms and conditions is expressly rejected.
Changes to the order or the general terms and conditions are only valid if and insofar as they have been agreed in writing by authorized representatives of both parties.
If parts of the assignment are delivered via an online environment, additional terms of use of that environment may apply. In the event of a conflict, these general terms and conditions prevail, unless otherwise agreed in writing.

3. Conclusion of the Assignment

A quote from OGSM.com is always without obligation, unless explicitly stated otherwise.
Offers are based on the information provided by the client to OGSM.com up to the date of the offer. The Client guarantees that all information essential for the design and execution of the order has been provided to OGSM.com. OGSM.com is not responsible or liable for the accuracy and completeness of the information provided by the client and its use.
The order is concluded after written acceptance by the client of the offer issued by OGSM.com, at the agreed rate and/or price. If the offer is not confirmed by the client and OGSM.com nevertheless executes with the client's consent, the content of the offer is as agreed between the parties.
OGSM.com has the right to engage third parties to carry out the assignment.

4. OGSM.com's rights and obligations

OGSM.com will make every effort to carry out the assignment to the best of its knowledge and ability, in accordance with the requirements of good workmanship. However, OGSM.com cannot guarantee that the goal or intended result sought by the client will be achieved.
During the execution of the assignment, OGSM.com and the client will, if appropriate, consult regularly about the state of affairs and how the assignment is executed.
If, upon acceptance and execution, facts or circumstances occur that could negatively affect progress or result, the parties shall inform each other as soon as possible.
If the client's necessary information is not available in time or in accordance with agreements, or the client otherwise fails to comply with obligations, OGSM.com has the right to suspend execution and to charge the client for the resulting costs at usual rates.
OGSM.com has the right to replace deployed advisors or employees. OGSM.com is committed to using a replacement of a similar level to ensure continuity and quality.
If the assignment (partly) consists of (online) modules, assessments, certification or licenses, OGSM.com may adjust the content and didactic structure, provided that the core and purpose of the agreed delivery remain the same.

5. Client rights and obligations

Client ensures that:
1. OGSM.com timely receives all useful and necessary information, documents and data that OGSM.com needs to carry out the assignment.
2. Relevant facts and circumstances, including changes in policy, organization or (market) environment, are reported to OGSM.com as soon as possible.
3. The client's involved employees are sufficiently available and employable.
4. Unless otherwise agreed, consultants or employees of OGSM.com can, on first request, use the client's own workplace free of charge, provided with well-functioning facilities that are reasonably necessary.
The client indemnifies OGSM.com against claims from third parties who suffer damage in connection with execution as a result of acts or omissions on the part of the client or unsafe situations in its organization.
The Client indemnifies OGSM.com and persons engaged by OGSM.com against claims from the tax authorities and/or UWV to deduct and/or pay taxes and/or social contributions, including interest and fines, in connection with work performed, insofar as these claims arise from actions or qualifications on the part of the client.
The Client will not perform any actions that unnecessarily hamper execution and will take timely decisions that are necessary to keep progress and will communicate timely about changes.

6. Adapting the content of the assignment

If circumstances occur that were not foreseen at the start, the parties will consult with you to find a solution, including adjusting the initial assignment.
The client acknowledges that adjustments may influence the schedule. If adjustments are the result of requests, actions or circumstances that are attributable to the client, OGSM.com may charge the additional work as an additional or separate order at usual rates.
Changes are only binding after written recording.

7. Confidentiality

Both parties keep all information received that is known or should be known to be confidential confidential, unless there is a legal obligation to disclose. Confidential information is only used for the purpose for which it was provided.
Without OGSM.com's prior written consent, the Client will not make any announcements to third parties about OGSM.com's approach, working methods and materials.
OGSM.com may use the client's name and logo as a reference in a customer list on the website or in communication, unless the client objects in writing. In case of objection, OGSM.com will respect this.

8. Duration and termination of the assignment

The assignment is entered into for the duration thereof and ends by operation of law when the assignment is completed.
The Client acknowledges that duration and schedule may be influenced by unforeseen factors, including the quality of information and the availability of employees.
Planning and deadlines are not strict deadlines. Exceeding does not give the right to dissolution, cancellation or compensation, except for intent or gross negligence on the part of OGSM.com.
Parties may terminate in writing in the meantime with a notice period of one calendar month if important reasons make execution considerably difficult or impossible and completion cannot reasonably be required.
Upon termination, the client will reimburse all work carried out so far in a timely and complete manner. Invoices that have already been sent remain due and become immediately due and payable upon termination.
Each party may terminate with immediate effect without judicial intervention if, with respect to the other party:
1. a bankruptcy petition has been filed,
2. suspension of payment has been requested,
3. liquidation or cessation of the company occurs,
4. a significant part of the assets is seized.
For licenses, online modules or access to an online environment, access may also be terminated or suspended in case of payment arrears.

9. Rates and costs

Unless otherwise agreed in writing, activities and services are charged on the basis of time spent and costs incurred. In principle, OGSM.com invoices monthly. When products are delivered, invoices are invoiced upon or after delivery.
OGSM.com's rates include regular agency fees. Unless expressly agreed otherwise in writing, travel and accommodation costs are charged separately to the client at pre-agreed rates or on the basis of subsequent calculation. Costs of foreign travel, exceptional production costs, large runs or other specific project costs are charged separately. Third-party costs that OGSM.com incur for the assignment are charged to the client on the basis of submitted notes or a substantiated specification.
All prices do not include VAT and other charges. Rate adjustments are charged at most once every six months, unless legal or external cost increases require otherwise.

10. Payment

Client pays invoices no later than 30 days after the invoice date to the account number indicated by OGSM.com, unless otherwise agreed in writing.
In the event of late or incomplete payment, the client is in default and owes statutory commercial interest without notice of default.
If the client remains negligent after a reminder, OGSM.com may hand over the claim. The client will then also reimburse all judicial and extrajudicial costs.
OGSM.com may require security or prepayment before execution if it is reasonably likely that the client will not be able to comply in time or in full.
Objecting to an invoice does not suspend the payment obligation.

11. Liability

OGSM.com and the persons engaged by it are only liable for direct damage suffered by the client that is the direct result of an attributable shortcoming in the execution of the order.
This liability is in all cases limited to the amount that OGSM.com has received for its work in the context of the assignment. If the assignment lasts longer than six months, the liability is limited to the total amount that OGSM.com received from the client in the last six months before the damage occurred.
OGSM.com is not liable for damage resulting from the use or use of materials or results. The client indemnifies OGSM.com and engaged persons against such damage.
Liability only arises if the client gives OGSM.com immediate and proper notice of default in writing, with a reasonable period of time to repair, and OGSM.com continues to fail thereafter.
OGSM.com is not liable for consequential, business or indirect damage.
Restrictions do not apply to intent or gross negligence on the part of OGSM.com or its management.
The condition for any right to compensation is that the client reports damage in writing as soon as possible. Each claim expires six months after the claim arose.

12. Intellectual Property Rights

Unless otherwise agreed in writing, OGSM.com is and remains the exclusive owner of all (intellectual) property rights to the materials.
OGSM.com grants the client the right to use materials exclusively within and for the benefit of its own organization, and only after the client has fulfilled all payment obligations.
Without the prior written consent of OGSM.com, the client is not allowed to:
1. to provide third parties with access to, publish or reproduce materials outside the circle of directly involved employees,
2. use materials for legal claims, proceedings, advertising, or recruitment.
Free OGSM templates provided via OGSM.com are intended for personal or internal use. You are not allowed to sell them, distribute them as your own product, include them in commercial training or otherwise exploit them without written permission from OGSM.com.
If the assignment consists (partly) of licenses or access to digital content, access is personal or organizational as agreed and may not be shared outside the agreed user circle.

13. Workshops, training and facilitation

Workshops, driving sessions and training courses are provided as an effort obligation. OGSM.com does not guarantee specific results or results.
Cancellation by the client:
1. Up to 30 days before start: free
2. 30—14 days before the start: 50% of the agreed price
3. Less than 14 days before the start: 100% of the agreed price
OGSM.com reserves the right to replace trainers or facilitators with an equivalent alternative.
You can reschedule a session once free of charge up to 14 days before the start, then at an additional cost.

14. Rules of conduct

If OGSM.com uses affiliated professionals in carrying out or works according to professional codes, OGSM.com will endeavor to act in accordance with professional standards that match the type of service.
Any complaints about professional conduct will be dealt with in accordance with article 14 and, where applicable, according to the OGSM.com complaints procedure.

15. Final provisions

For one year after completion of the assignment, the parties will not hire each other's employees involved in the assignment without written permission from the other party.
Force majeure: if a party is affected by force majeure within the meaning of article 6:75 of the Dutch Civil Code, it will report this immediately. The parties will seek a reasonable solution in consultation. If force majeure lasts longer than three months, both parties may terminate in writing. What has been performed is paid proportionally.
Privacy: OGSM.com processes personal data in accordance with the AVG, only for the execution of the assignment, communication and administration, and takes appropriate security measures. If the client enters personal data via an online environment, the client remains responsible for processing unless otherwise agreed in writing.
Complaints: the client reports complaints about execution or delivery in writing and as soon as possible, no later than 7 days after discovery, so that repair or clarification is possible. This does not suspend payment obligations.

16. Applicable law and dispute resolution

All orders and these general terms and conditions are governed by Dutch law.
The parties first try to resolve disputes by mutual agreement. If that does not work, disputes will only be submitted to the competent court in Amsterdam.

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