Terms & Conditions – Olive Tree Support

General Terms and Conditions Olive Tree Support, established in Delft, Chamber of Commerce number: 92486045

Article 1 – Definitions

Olive Tree Support: the service provider (dienstverlener), established in Delft, the Netherlands, Chamber of Commerce number 92486045, offering advisory and consultancy services in the field of cultivation (teelt).
Client (opdrachtgever): the natural person or legal entity acting in the course of a profession or business that has engaged, or intends to engage, Olive Tree Support for the performance of Services (uitvoeren van werkzaamheden).
Agreement (overeenkomst): any agreement between Olive Tree Support and the Client for the performance of Services, including any quotation, proposal or assignment confirmed in accordance with Article 3.
Services (diensten): all advisory, consultancy, training and related services provided by Olive Tree Support to the Client, whether on-site or remotely/digitally.
Deliverables (te leveren prestaties): reports, advice, recommendations, models, presentations, training materials and other work products produced by Olive Tree Support in the performance of the Agreement.
General Terms and Conditions: these general terms and conditions of Olive Tree Support.
Parties (partijen): Olive Tree Support and the Client jointly; Party (partij): means either of them individually.
in Writing (schriftelijk): communication by letter, e-mail or another electronic communication method agreed between the Parties.

Article 2 – Applicability

These General Terms and Conditions apply to all quotations (offertes), proposals (voorstellen), Agreements, assignments (opdrachten) and Services of Olive Tree Support, private limited company (besloten vennootschap met beperkte aansprakelijkheid) established in Delft, the Netherlands.
These General Terms and Conditions apply exclusively to Clients acting in the course of a profession or business (in de uitoefening van een beroep of bedrijf). They do not apply to consumers (consumenten).
The applicability of any general, purchasing or other terms and conditions of the Client is expressly rejected, unless Olive Tree Support has accepted such terms explicitly and in Writing.
Deviations from these General Terms and Conditions shall only be valid if expressly agreed in Writing and shall apply only to that specific Agreement for which they have been agreed.
In the event of a conflict between these General Terms and Conditions and the provisions of a specific Agreement, quotation or proposal, the provisions of the Agreement, quotation or proposal shall prevail, but only if and to the extent that they expressly deviate from these General Terms and Conditions.

Article 3 – Conclusion of the Agreement

An Agreement is concluded when:
- the Client accepts a written quotation or proposal in Writing;
- Olive Tree Support confirms an assignment from the Client in Writing; or
- Olive Tree Support commences performance of the assignment at the Client’s request.
Acceptance by letter, e-mail or another electronic communication method agreed between the Parties method shall qualify as written acceptance for the purposes of these General Terms and Conditions.
Amendments, additions or extensions to an assignment are only binding after written confirmation by Olive Tree Support.
Specifications, assumptions (aannames), limitations (beperkingen), schedules and conditions included in the quotation or proposal form part of the Agreement.
Work requested by or on behalf of the Client or reasonably required outside the agreed scope, number of hours, activities or Deliverables shall constitute additional work (meerwerk) and may be invoiced separately in accordance with Article 6.5.

Article 4 – Execution of the Services

Olive Tree Support may refuse, postpone or suspend (opschorten) the performance of its Services if weather conditions, crop conditions, site conditions, health and safety risks, insufficient or unreliable information, technical limitations or other circumstances make proper or safe performance impossible or inadvisable. Olive Tree Support shall inform the Client as soon as reasonably possible. Such refusal, postponement or suspension shall not constitute an attributable failure (toerekenbare tekortkoming) on the part of Olive Tree Support. If performance is delayed for more than three weeks as a result of such circumstances, Olive Tree Support may terminate (beëindigen) the Agreement in Writing. The Client shall remain liable for fees for Services performed and costs incurred up to the date of termination, expiry or rescission of the Agreement for any reason.
Olive Tree Support is entitled to engage qualified third parties in the performance of the Agreement and shall ensure that any third party receiving confidential information of the Client is subject to appropriate confidentiality obligations. Article 10 applies to third parties engaged by Olive Tree Support.
Olive Tree Support is entitled to rely on the accuracy, completeness, reliability, proper calibration and timeliness of all information, data and instructions provided by or on behalf of the Client. Olive Tree Support shall not be liable for damage arising from inaccurate, incomplete, misleading, outdated or delayed information provided by the Client, or from the Client’s failure to disclose relevant circumstances.
The Client shall immediately inform Olive Tree Support of any circumstance, system failure, crop development, disease outbreak, pest occurrence, water quality issue, equipment malfunction or other material change that may affect the Services or the relevance of advice already provided.
All Services are provided on a best-efforts basis (inspanningsverplichting). Olive Tree Support undertakes to perform the Services properly and with due care, but does not undertake or guarantee that any particular result, cultivation result, crop development, production level, product quality, yield, disease control result, energy saving, financial result or return on investment will be achieved.
Advice may be provided remotely or digitally, including by email, telephone, WhatsApp, WeChat, video conference, photographs, videos, reports, dashboards, climate computers, sensor data or software platforms. The Client acknowledges that remote advice is necessarily based on the information made available to Olive Tree Support and is subject to limitations that would not apply during an on-site inspection.
Olive Tree Support does not warrant the availability, security, accuracy, completeness, compatibility, calibration or correct functioning of third-party systems, software, sensors, climate computers, networks, or data sources. The Client remains responsible for the selection, installation, maintenance, calibration, security and operation of such systems.

Article 5 – Time of performance

Any stated time or completion date shall be indicative and shall not constitute a strict deadline (fatale termijn), unless expressly agreed otherwise in Writing. Any delay caused by the Client shall extend the applicable performance period accordingly. The Client shall provide all necessary cooperation, access, information and facilities in a timely manner.
Olive Tree Support shall not be liable for delays caused by the Client, third parties, travel disruptions, visa or entry requirements, technical failures, incomplete information, force majeure, or other circumstances beyond Olive Tree Support’s reasonable control.

Article 6 – Amendments an additional work

Amendments to the Agreement, including changes in scope, Deliverables, methods or planning, shall be agreed in Writing between the Parties. Olive Tree Support shall be entitled to adjust fees and timelines accordingly.
If the Client requests changes to the assignment or if it becomes apparent that the originally agreed scope is insufficient to achieve the agreed purpose due to circumstances not attributable to Olive Tree Support, Olive Tree Support shall inform the Client and may submit a proposal for additional work.
Additional work shall be recorded and invoiced separately at the agreed hourly or daily rate, or, if no specific rate has been agreed, at Olive Tree Support’s standard rate applicable at the time of performance.
Prior written approval for additional work shall not be required where:
- the additional work was requested or approved by the Client during performance;
- the need for additional work results from changed, incomplete or incorrect instructions provided by the Client; or
- the additional work was reasonably necessary for the proper performance of the assignment.
The time records maintained by Olive Tree Support shall constitute prima facie evidence (bewijs bij voorbaat) of the additional work performed and the time spent, unless the Client provides evidence to the contrary.

Article 7 – Rates, costs and payment

Services shall be invoiced at the fixed price or the hourly, session, half-day, daily or other rate stated in the quotation, proposal or Agreement, exclusive of VAT (omzetbelasting) and other applicable taxes. Travel, accommodation and other assignment-related costs shall be charged separately unless expressly stated as included.
Olive Tree Support may adjust its rates annually in line with applicable price index figures or other objective benchmarks, and may adjust rates during the term of an Agreement in the event of material increases in wages, travel costs, taxes, exchange rates or other external costs. Olive Tree Support shall inform the Client in Writing before applying any such adjustment. Rate adjustments shall not affect Services already performed or fixed prices already agreed for a specific deliverable.
Olive Tree Support apply’s a payment term of fourteen (14) days to its invoices. If the Client fails to pay within this period, the Client shall be in default (in verzuim) without further notice being required. The Client shall owe the applicable statutory commercial interest (wettelijke handelsrente) from the date of default and shall be liable for all reasonable judicial (gerechtelijke) and extrajudicial (buitengerechtelijke) collection costs.
The Client is not entitled to suspend (opschorten) payment obligations or set off (verrekenen) any claim against amounts due to Olive Tree Support.
If the Client fails to pay an invoice on time, Olive Tree Support may suspend the performance of its Services until full payment has been received. Olive Tree Support shall not be liable for any damage or delay resulting from such suspension.

Article 8 – Confidentiality and intellectual property rights

Each Party undertakes to keep confidential all non-public technical, commercial, financial and operational information received from the other Party in connection with the Agreement, and to use such information only for the purpose for which it was provided. Neither Party shall disclose such information to third parties without the prior written consent of the other Party, unless required to do so by law or by a binding order of a competent authority. These confidentiality obligations shall continue after termination, expiry or rescission of the Agreement for any reason.
All intellectual property rights (intellectuele eigendomsrechten) in models, methods, training materials, presentations, reports, calculations, templates, techniques, instruments and software developed or used by Olive Tree Support in connection with the Agreement shall remain vested in Olive Tree Support or its licensors. The Client retains ownership of its own pre-existing information and data.
Upon full payment of all amounts due, the Client is granted a non-exclusive (niet-exclusief), non-transferable (niet-overdraagbaar) right to use the Deliverables produced under the Agreement for its own internal business purposes only. The Client may not publish, sell, license, reproduce for third parties or commercially exploit such Deliverables without the prior written consent of Olive Tree Support.
Olive Tree Support may use general knowledge, experience, methods and skills acquired in the performance of the Agreement for other assignments, provided that no confidential information of the Client is disclosed.

Article 9 – Data protection

In connection with the performance of the Agreement, Olive Tree Support may process personal data (persoonsgegevens) of the Client’s employees and other contact persons, such as names, e-mail addresses and telephone numbers, for the purpose of maintaining the business relationship and performing the Agreement. Olive Tree Support processes such personal data as an independent controller (verwerkingsverantwoordelijke) in accordance with applicable data protection legislation, including the General Data Protection Regulation (Algemene Verordening Gegevensbescherming), and its privacy statement.
If, in the context of a specific assignment, Olive Tree Support processes personal data on behalf of and under the instructions of the Client within the meaning of the applicable data protection legislation, the Parties shall, prior to the commencement of such processing, enter into a separate data processing agreement (verwerkersovereenkomst) governing that processing.

Article 10 – Sub-consultants and third parties

Olive Tree Support may engage qualified sub-consultants, specialists or other third parties in the performance of the Agreement.
The Client shall not approach, instruct or engage any sub-consultant or third party introduced by Olive Tree Support in connection with the assignment directly, without the prior written consent of Olive Tree Support, during the term of the Agreement and for a period of twelve (12) months after its termination, expiry or rescission of the Agreement for any reason.

Article 11 – Liability

Olive Tree Support shall only be liable for direct damage (directe schade) that is the immediate and demonstrable result of an attributable failure (toerekenbare tekortkoming) in the performance of the Agreement.
The total aggregate liability of Olive Tree Support for direct damage under or in connection with the Agreement shall be limited to the total fees (honorarium), excluding VAT and expenses, paid under the relevant Agreement during the twelve (12) months preceding the event giving rise to the claim, subject to an absolute maximum of EUR 50,000 per event and per year. Where a professional liability insurance (beroepsaansprakelijkheidsverzekering) policy responds to the claim, liability shall be limited to the amount actually paid out by the insurer, increased by the applicable deductible (eigen risico). Olive Tree Support will send the policy conditions of his professional liability insurance to the Client upon the Client’s first request.
Olive Tree Support shall not be liable for any indirect (indirecte), consequential (gevolgschade), special, incidental, punitive (punitieve) or commercial damage. Indirect damage and consequential damage shall in any event include, without limitation:
1. loss of profit (winstderving), turnover, revenue, margin or anticipated savings;
1. loss of production, yield or harvest (oogstverlies);
1. reduced crop quality (kwaliteitsvermindering van het gewas), grading, shelf life or market value;
1. loss, rejection, destruction, deterioration or non-saleability of crops or products;
1. business interruption (bedrijfsstagnatie), production delays or loss of operational time;
1. additional labour, energy, water, fertiliser, substrate, crop protection product, transport, sorting, packaging or disposal costs resulting from a failure in the Services;
1. loss of customers, contracts, market opportunities, goodwill or reputation;
1. contractual penalties, price reductions or pass-through claims from third parties;
1. loss or corruption of data (verlies of beschadiging van data); and
1. damage suffered by third parties and passed on or claimed against the Client.
The limitations and exclusions of liability set out in this article shall not apply to the extent that the damage is caused by wilful misconduct (opzet) or deliberate recklessness (bewuste roekeloosheid) of the management of Olive Tree Support, or to the extent that liability cannot lawfully be excluded or limited under applicable mandatory law (dwingend recht).
Olive Tree Support shall not be liable for failures, interruptions, cyber incidents (cyberincidenten), inaccuracies or defects in third-party software, climate computers, irrigation systems, sensors, weighing systems, networks, platforms or AI-based decision support systems, unless expressly accepted in Writing.
Recommendations on crop protection products, biocontrol agents (biologische bestrijdingsmiddelen), fertilisers or biostimulants are subject to applicable local legislation, product registrations, authorised product labels and safety instructions. The Client remains solely responsible for verifying that the intended product and use are legally permitted in the relevant country and shall comply with all applicable laws, registrations, labels and safety requirements.
The Client remains solely responsible for:
1. assessing the suitability of the advice for its specific situation;
1. making final cultivation and operational decisions;
1. implementing and supervising the implementation of recommendations;
1. configuring and operating greenhouse systems, irrigation equipment, climate computers, dosing systems and other operational systems;
1. verifying and monitoring system settings and measurements;
1. complying with all applicable laws and regulations;
1. continuously monitoring crop development and system performance; and
1. immediately informing Olive Tree Support of any unexpected or adverse developments. Olive Tree Support has no authority to control systems, personnel, decisions or production processes of the Client, unless expressly agreed otherwise in Writing.
The Client shall take all reasonable measures to prevent and limit damage. If unexpected or adverse results are observed following implementation of advice, the Client shall immediately stop, modify or review implementation and notify Olive Tree Support without delay. Olive Tree Support shall not be liable for damage that could reasonably have been prevented through timely monitoring, intervention or notification by the Client.
Before claiming damages or engaging a third party to remedy an alleged failure, the Client shall give Olive Tree Support a reasonable opportunity to investigate the circumstances and, where reasonably possible, to correct, supplement or reperform the relevant service. This obligation does not apply if immediate action is required to prevent imminent damage.
The Client shall indemnify and hold harmless (vrijwaren) Olive Tree Support against all claims, losses and costs arising from or in connection with third-party claims arising from:
1. cultivation, operational or commercial decisions made by or on behalf of the Client;
1. incorrect, incomplete or unauthorised implementation of advice;
1. the use of products, substances or settings contrary to applicable laws, registrations, labels or instructions;
1. inaccurate, incomplete or untimely information provided by the Client; or
1. commitments made by the Client to third parties, except to the extent that such claims are the direct result of an attributable failure by Olive Tree Support.

Article 12 – Complaints and notifications

The Client shall notify Olive Tree Support in Writing of any alleged failure (tekortkoming) or damage (as described in article 11) as soon as reasonably possible, but no later than thirty (30) days after the Client became aware, or reasonably should have become aware, of the failure or damage. Notifications shall include a detailed description of the alleged failure and the damage suffered or expected.
If the Client fails to notify Olive Tree Support within the period referred to in Article 12.1, any right of the Client to invoke the alleged failure or to claim damages in connection therewith shall lapse (vervallen), without further notice of default being required, unless the Client demonstrates that Olive Tree Support has not been prejudiced in any way by the delay in notification.
Claims against Olive Tree Support must be submitted to the competent court as referred to in Article 15 within twelve (12) months after Olive Tree Support has rejected the claim in Writing, and in any event no later than twenty-four (24) months after the event giving rise to the claim. Claims not brought within these periods shall be permanently barred (vervallen).

Article 13 – Force majeure

Olive Tree Support shall not be liable for any delay or failure in the performance of its obligations resulting from circumstances beyond its reasonable control (overmacht), including but not limited to natural disasters, extreme weather events, crop or plant health restrictions imposed by authorities, war, civil unrest, pandemics, illness or incapacity of key personnel, government measures, visa or travel restrictions, transport disruptions, power failures, internet outages, cyber incidents, and failures of digital platforms or third-party service providers.
Olive Tree Support may suspend (opschorten) its obligations for the duration of the force majeure event. If the force majeure event continues for more than thirty (30) days, either Party may terminate the affected part of the Agreement in Writing, without liability to the other Party.
The Client shall remain liable for all fees for Services already performed and costs already incurred or irrevocably committed by Olive Tree Support prior to the force majeure event or the date of termination, expiry or rescission of the Agreement for any reason.

Article 14 – Early termination and dissolution

Either Party may terminate (opzeggen) the Agreement in Writing if the other Party materially breaches (wezenlijk tekortschiet in de nakoming van) the Agreement and fails to remedy that breach within a reasonable period specified in a written notice.
Olive Tree Support may also terminate or suspend the Agreement with immediate effect, without liability, if:
1. continuation cannot reasonably be required due to safety risks, unlawful activities or serious loss of trust;
1. the Client fails to meet its payment obligations;
1. the Client fails to provide sufficient cooperation; or
1. circumstances arise that make professional performance impossible or impractical.
Either Party may dissolve (ontbinden) or terminate the Agreement with immediate effect if the other Party is declared bankrupt (failliet verklaard), applies for or is granted a suspension of payments (surseance van betaling), becomes subject to insolvency proceedings, restructuring or liquidation, ceases its business activities, or is otherwise unable to perform its obligations.
Upon any termination or dissolution, Olive Tree Support shall remain entitled to payment for all Services performed, hours reserved where cancellation fees apply, and costs incurred or irrevocably committed up to the termination date. All outstanding invoices shall become immediately due (direct opeisbaar) upon termination.

Article 15 – Applicable law and dispute resolution

The legal relationship between the Parties shall be exclusively governed by Dutch law (Nederlands recht).
All disputes arising out of or in connection with the Agreement shall be submitted exclusively to the competent court of the District Court of The Hague (Rechtbank Den Haag), the Netherlands, unless mandatory law (dwingend recht) provides otherwise.

Article 16 – Miscellaneous

Provisions which by their nature are intended to continue after the termination, expiry or rescission of the Agreement for any reason shall survive, including without limitation provisions relating to confidentiality, intellectual property, payment, liability limitations and dispute resolution.
In the event of a conflict regarding the interpretation of a term or a piece of text, the interpretation of the italicized provision shall always prevail over the English term.
If any provision of these General Terms and Conditions is void (nietig), annulled (vernietigd), invalid (ongeldig) or unenforceable (niet-afdwingbaar), the remaining provisions shall remain in full force and effect. The Parties shall replace the affected provision with a valid provision that corresponds as closely as possible to the purpose and effect of the original provision.