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The For Good Measure General Terms and Conditions set forth below apply to this Agreement and all services provided by For Good Measure. By signing this Agreement, the user acknowledges that it has read, understood, and accepts these General Terms and Conditions.
1. Applicability
1.1 These General Terms and Conditions apply to all offers, contracts, and services provided by For Good Measure.
1.2 Any general terms and conditions used by the Subcontractor or Client are excluded unless expressly accepted in writing by For Good Measure.
1.3 If there is a conflict between these General Terms and Conditions and a written contract, the provisions of the contract shall prevail.
2. Offers
2.1 All offers made by For Good Measure are without obligation and are valid for two (2) weeks from the date of issue, unless stated otherwise in writing.
2.2 Offers are based on information provided by the Client or Subcontractor. The recipient is responsible for ensuring that this information is complete and accurate.
3. Contract Conclusion
3.1 A contract is concluded when: (a) the Client or Subcontractor signs the offer or contract issued by For Good Measure; or (b) For Good Measure confirms acceptance of the Client's or Subcontractor's written agreement; or (c) For Good Measure starts providing the agreed services with the other party's knowledge and consent.
3.2 Amendments or additional agreements are only binding if agreed in writing by both parties.
4. Confidentiality
4.1 Information exchanged between the parties shall only be considered confidential if it is clearly identified as confidential, either in writing (including email), or verbally at the time of disclosure, provided that such verbal disclosure is confirmed as confidential in writing within a reasonable time.
4.2 Confidential information shall only be used for the purpose of performing the agreed services.
4.3 The obligation of confidentiality does not apply to information that: (a) is or becomes publicly available other than through a breach of this obligation; (b) must be disclosed pursuant to a legal obligation; or (c) is disclosed with the prior written consent of the other party.
4.4 The confidentiality obligation remains in force after termination of the contract.
5. Data Protection
5.1 For Good Measure processes personal data with due care and in accordance with applicable Dutch and European data protection legislation.
5.2 Personal data is processed only insofar as necessary for the performance of the services.
5.3 Each party is responsible for its own compliance with applicable data protection laws.
5.4 The Client or Subcontractor confirms that it is entitled to share any personal data provided to For Good Measure.
5.5 For Good Measure will not share personal data with third parties unless necessary for the performance of the services or required by law.
6. Rates and Charges
6.1 Fees, rates, and any additional costs are specified in the offer or contract.
6.2 Any changes to fees or costs must be agreed in writing by both parties.
8. Amending and Cancelling the Contract
8.1 Changes to the scope of services must be agreed in writing.
8.2 If changes result in additional work, For Good Measure may adjust the fees accordingly, subject to agreement with the other party.
8.3 Either party may request amendments to the contract in good faith.
8.4 Services performed up to the date of cancellation shall be invoiced.
9. Suspension and Termination
9.1 Either party may terminate the contract in writing with one (1) month's prior notice, without stating reasons.
9.2 During the notice period, both parties shall continue to cooperate in good faith to ensure an orderly conclusion of the services.
9.3 For Good Measure may suspend or terminate the contract with immediate effect if the other party: (a) fails to meet its payment obligations; or (b) does not reasonably cooperate in carrying out the services, after For Good Measure has first contacted the other party in writing to discuss the issue and given a reasonable opportunity to resolve it.
9.4 Either party may terminate the contract with immediate effect if the other party commits a material breach and fails to remedy this breach within a reasonable period after written notice.
9.5 Upon suspension or termination, all services performed up to that date shall be invoiced, and outstanding invoices become immediately payable.
10. Force Majeure
10.1 A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party that prevents or materially delays the performance of its obligations, including but not limited to acts of God, natural disasters, floods, earthquakes, storms, epidemics, pandemics, acts of war, terrorism, civil unrest, government actions, changes in law, strikes, labor disputes, or failure of public utilities or telecommunications networks.
10.2 A Force Majeure Event shall not include: (a) events caused by the negligence or willful misconduct of the affected party; (b) financial hardship, insolvency, or lack of funds; (c) failure of suppliers or subcontractors unless such failure is itself due to a Force Majeure Event; or (d) events that could have been avoided by reasonable precautions.
10.3 A party claiming to be affected by a Force Majeure Event shall: (a) notify the other party in writing as soon as reasonably practicable and in any event within five (5) business days of becoming aware of the Force Majeure Event; (b) provide details of the Force Majeure Event, its likely duration, and the obligations affected; and (c) provide regular updates on the status and expected resolution of the Force Majeure Event.
10.4 The affected party shall use all reasonable endeavors to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.
10.5 During the continuation of a Force Majeure Event, the affected party's performance of the obligations prevented or delayed by such event shall be suspended without liability, provided that all other obligations not so affected shall continue to be performed.
10.6 If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the contract by giving thirty (30) days' written notice to the other party.
10.7 In the event of termination due to Force Majeure, payment shall be made for all services satisfactorily completed prior to termination, and each party shall bear its own costs and expenses.
11. Dispute Resolution
11.1 The parties shall make every reasonable effort to resolve any dispute arising from or in connection with the contract through good-faith discussions.
11.2 If the dispute cannot be resolved through discussion, the parties shall attempt to resolve it through mediation in the Netherlands, conducted in accordance with the rules of a recognized Dutch mediation institute.
11.3 If mediation does not lead to a solution within a reasonable period, the dispute shall be finally resolved by arbitration in the Netherlands, in accordance with the rules of a recognized Dutch arbitration institute.
11.4 The arbitration shall be conducted in the English language, unless the parties agree otherwise.
11.5 This clause does not prevent either party from seeking interim or urgent measures from a competent court where necessary.
12. Governing Law
12.1 These General Terms and Conditions and all agreements between For Good Measure and the other party are governed by Dutch law.
13. Final Provisions
13.1 If any provision of these General Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force.
13.2 These General Terms and Conditions may be amended by For Good Measure. The most recent version shall apply.