Terms & Conditions:
B-Boosters B.V.
Version 1.0 | June 2026
1. Definitions
In these General Terms and Conditions (the “Conditions”):
“Affiliate” means directors, executives, employees, shareholders, agents, independent contractors, parent company, or subsidiaries of a Party, or a company in which a Party has a co-ownership interest.
“Agreement” means the Quotation issued by B-Boosters to the Client together with these Conditions, as may be amended in writing by both Parties.
“B-Boosters” means B-Boosters B.V., a specialised label operating within The Overview Effect Holding B.V., Willem Fenengastraat 2, 1096 BN Amsterdam.
“Client” means the party entering into the Agreement with B-Boosters.
“Price” means the fee stated in the Quotation, as may be adjusted under the Agreement.
“Project” means the work specified in the Quotation and any additional work performed by B-Boosters in connection with the Services.
“Quotation” means the document issued by B-Boosters to the Client describing and offering the Services, including any assumptions, conditions, and limitations.
“Services” means all work performed or to be performed by B-Boosters for the Client under the Agreement, including but not limited to: B Corp impact assessments, certification preparation and guidance, stakeholder workshops, sustainability strategy advice, and related consultancy services.
“Work Product” means all deliverables, reports, assessments, recommendations, and other outputs produced by B-Boosters under the Agreement.
2. Interpretation
Words in the singular include the plural and vice versa. Article headings are for convenience only. Unless expressly stated otherwise, these Conditions govern the relationship between B-Boosters and the Client, to the exclusion of any general terms and conditions put forward by the Client.
3. Quotation
A Quotation is valid for 30 days from its date, unless a different period is stated in the Quotation. After that period, B-Boosters may withdraw or amend it.
Fees, costs, and timelines stated in a Quotation are expected and probable estimates. They are not a guaranteed maximum price. If B-Boosters determines that a change to the scope, schedule, or nature of the Services is necessary, it will notify the Client and obtain consent before implementing the change, except where required by a sudden event or emergency.
4. Standard of care
In providing the Services, B-Boosters will exercise the degree of skill and care expected of professional sustainability consultants providing similar services under similar circumstances.
5. Price
Payment for Services is based on time spent and costs incurred, as indicated in the Quotation.
Fees apply to all full-time, part-time, temporary, and seconded employees of B-Boosters and its Affiliates, to temporary employees whose remuneration is paid by an employment agency, and to hired consultants.
B-Boosters may adjust fees on 1 April of each year, and after proper notice, when personnel rates are adjusted due to promotions or salary increases. Where fees are not stated in the Quotation, B-Boosters’s standard rates at the time of service apply.
Costs incurred in providing the Services will be charged at actual cost plus a handling and administrative fee of 15%, unless otherwise stated in the Quotation.
If B-Boosters personnel are required to give evidence or appear in legal proceedings in connection with the Project in which B-Boosters is not a named party, the Client will reimburse B-Boosters at the then-current professional rates plus 40%, plus all related costs.
6. Invoices and payment
Unless otherwise stated in the Quotation, invoices are due within 30 days of the invoice date.
All fees are exclusive of VAT, which will be charged at the prevailing rate. All payments must be made in euros by bank transfer to the account stated on the invoice.
The Client may not set off or withhold any amount from fees owed to B-Boosters. The Client must pay for Services provided, whether or not those Services are intended to benefit a third party.
Unpaid balances accrue interest at the statutory rate applicable in the Netherlands, starting 30 days from the invoice date. After 10 working days’ notice, B-Boosters may suspend the Services until all overdue amounts, including accrued interest, are paid. If B-Boosters takes legal action to recover payment and succeeds, the Client must reimburse all collection and legal costs.
7. Force majeure and emergencies
Price and time commitments are subject to equitable adjustment for delays or changed circumstances resulting from:
• the Client’s failure to provide complete or accurate information, required approvals, or suitable access;
• unforeseeable events beyond the reasonable control of either Party, including fire, flood, earthquake, strike, riot, war, terrorism, pandemic, changes in law, or the presence of hazardous materials (“Force Majeure”).
Where the health or safety of B-Boosters personnel, subcontractors, or third parties may be at risk, B-Boosters has the right to take any measures it considers necessary to prevent harm and to recover the reasonable costs of those measures from the Client. In an emergency where prior consent cannot be obtained, B-Boosters may act at its discretion.
8. Client responsibilities
The Client must provide all reasonable cooperation required by B-Boosters in connection with the Services. This includes:• all information concerning the Project that B-Boosters reasonably requires. B- Boosters is entitled to rely on the accuracy and completeness of information provided by or on behalf of the Client without independent verification;
• review of all Quotations, reports, and other deliverables for the accuracy of factual information supplied by the Client;
• maintenance of backup copies of any electronic data files relevant to the Services;
• reasonable access to and from any relevant location for B-Boosters and its subcontractors;
• a safe and clean working environment at any relevant location.
Without prior written consent from B-Boosters, the Client will not offer employment to any employee or subcontractor of B-Boosters involved in the Services during the engagement or within 1 year after that person ceases to work for B-Boosters.
The Client must inspect all Services upon delivery. Defects caused by negligence or deliberate error by B-Boosters must be reported in writing within 1 month of delivery. Defects that cannot reasonably be identified within that period must be reported within 1 month of discovery, and no later than 6 months after completion of the Services. After that period, any complaint is invalid.
If a complaint is submitted on time, found to be valid, and the Client is not in default of its obligations, the Client may choose to: have the defective Services corrected; receive a credit note for the relevant portion of the Price; or receive a mutually agreed discount. B-Boosters is fully discharged from its obligations upon taking one of those steps. The Client has no right to further compensation and may not terminate the Agreement on that basis.
9. Insurance
B-Boosters will maintain appropriate professional liability insurance for the duration of the Services, covering the consequences of its legal liability in accordance with these Conditions.
10. Limitation of liability
If a court determines that B-Boosters is liable under the Agreement, the maximum liability of B-Boosters is limited to the Price. For contracts lasting more than 1 year, the maximum liability is limited to the amount the Client would owe B-Boosters in a single year. In no event will B-Boosters or its insurers be liable for more than €1,000,000 (one million euros) per incident or in total.
B-Boosters is not liable for errors or negligence of third parties engaged to assist with the Services, unless the Client can demonstrate it was unreasonable for B-Boosters to have chosen that third party. The liability limits in this article apply to the benefit of all such third parties, who may invoke them directly.
Neither Party nor its Affiliates will be liable to the other for indirect, consequential, or special damages, loss of profit, revenue, production, or opportunity of any kind, however caused.
All liability of B-Boosters expires 6 years from the date of the final invoice for the Services, except for claims brought to B-Boosters’s attention in writing before that period ends. If no legal proceedings are initiated within 12 months of written notification of a claim, liability is definitively extinguished.
No director, executive, employee, or individual working for B-Boosters is personally bound by or liable under the Agreement. An assignment given to B-Boosters does not cease to exist in the event of the death, incapacity, guardianship, or bankruptcy of any individual.
Nothing in these Conditions excludes or limits liability for death or personal injury caused by negligence.
11. Termination
Either Party may terminate the Agreement in writing if:
• the other Party commits a material breach and fails to remedy it within 10 calendar days of written notice;
• a Force Majeure event causes a delay of 60 days or more;
• the other Party enters into liquidation, is placed under administration, or reaches a general settlement with its creditors.
If the Client fails to pay an invoice within 2 weeks of the due date, B-Boosters may terminate the Agreement and immediately cease work, after sending written notice.
The Client may terminate for convenience by giving B-Boosters 2 weeks’ written notice.
On termination for any reason, the Client must pay all amounts due for Services up to the date of termination, plus any reasonable costs B-Boosters incurs as a result of termination, including demobilisation costs. B-Boosters will issue a final invoice after termination takes effect.
B-Boosters is not liable for errors or negligence of third parties engaged to assist with the Services, unless the Client can demonstrate it was unreasonable for B-Boosters to have chosen that third party. The liability limits in this article apply to the benefit of all such third parties, who may invoke them directly.
Neither Party nor its Affiliates will be liable to the other for indirect, consequential, or special damages, loss of profit, revenue, production, or opportunity of any kind, however caused.
All liability of B-Boosters expires 6 years from the date of the final invoice for the Services, except for claims brought to B-Boosters’s attention in writing before that period ends. If no legal proceedings are initiated within 12 months of written notification of a claim, liability is definitively extinguished.
No director, executive, employee, or individual working for B-Boosters is personally bound by or liable under the Agreement. An assignment given to B-Boosters does not cease to exist in the event of the death, incapacity, guardianship, or bankruptcy of any individual.
Nothing in these Conditions excludes or limits liability for death or personal injury caused by negligence.
12. Use of client name
The Client agrees that B-Boosters may mention the Client’s name as a client and include a general description of the Project in publications or presentations, provided that no confidential information is disclosed.
13. Third parties
Except for the Parties and any Affiliate of a Party expressly named in the Agreement, no third party has the right to enforce the Agreement or rely on the Services or Work Product.
The Client agrees to indemnify B-Boosters against claims arising from any act or omission by the Client or its Affiliates that causes a third party to rely on the Work Product.
14. Confidentiality
All information provided to B-Boosters in connection with the Services, and all confidential information about the Client or its activities, must be kept confidential by B-Boosters and may not be disclosed to third parties, except:
• on a need-to-know basis to professional advisors and Affiliates;
• where the Client gives prior written consent;
• where required by law or a governmental authority;
• where the information becomes publicly known through no fault of B-Boosters;
• where B-Boosters held the information before the Client’s disclosure.
B-Boosters is entitled to retain an archival copy of any Work Product, subject to the same confidentiality obligations.
15. Data protection
Where B-Boosters processes personal data on behalf of the Client in connection with the Services, it does so as a data processor under applicable data protection law, including the GDPR. B-Boosters’s privacy policy, available at b-boosters.com, describes how it processes personal data in its own right as a data controller.
16. Intellectual property
B-Boosters retains all intellectual property rights in all inventions, processes, methods, tools, and know-how conceived, developed, or made by B-Boosters or its Affiliates outside the Services, and in all improvements to that intellectual property made during the Services.
B-Boosters retains ownership of all Work Product produced under the Agreement. Subject to full payment of the Price, B-Boosters grants the Client a non-exclusive, irrevocable, royalty-free licence to use the Work Product for the purposes specified in the Quotation.
The Client may not use, copy, store, or disclose B-Boosters’s intellectual property in a way that is competitively detrimental to B-Boosters, and may only use it for the purposes specified in the Agreement.
17. Governing law and jurisdiction
The Agreement is governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. All disputes arising out of or relating to the Agreement are subject to the exclusive jurisdiction of the court in Amsterdam.
18. Severability
If any provision of these Conditions is or becomes invalid, illegal, or unenforceable, the remaining provisions continue in full force. The Parties agree to replace any invalid provision with one that is valid and as close as possible in effect to the original.
19. Entire agreement and amendments
On acceptance of a Quotation, the Agreement constitutes the entire agreement between the Parties and supersedes all prior representations, arrangements, and agreements.
Amendments to the Agreement are only valid if made in writing and signed by both Parties, or if the Client agrees to or knowingly accepts a benefit under the amended Agreement.
Notices under the Agreement must be given in writing by personal delivery, registered post, international courier, or email, to the persons named in the Quotation.
20. Translations
For the interpretation of these Conditions, only the Dutch version is binding and decisive.
