General Terms and Conditions

Definitions and applicability

1. Definitions

In these general terms and conditions the following terms have the meanings set out below.

• Esperto – Esperto B.V., Europalaan 93, 3526 KP Utrecht, the Netherlands. Chamber of Commerce 88522237, VAT NL864666536B01.
• Customer – the natural or legal person acting in the course of a profession or business who enters into an Agreement with Esperto.
• Agreement – the agreement between Esperto and Customer for the supply of the Platform and/or Services, including quotations, order confirmations and orders.
• Platform – the Esperto online assessment platform, including the Assessments available on it, the underlying questionnaires, scoring logic, reports and all accompanying documentation.
• Assessment – a measurement instrument available on the Platform, including Perito Professional Performance and the other instruments offered by Esperto or its expert partners.
• Services – work performed by Esperto such as workshops, accreditation training, coaching and interpretation sessions, support and advice.
• Practitioner – a professional accredited by Esperto or by an expert partner who discusses reports from the Platform with Respondents.
• Respondent – the natural person who completes an Assessment on the Platform.
• Customer Data – all data entered on the Platform by or on behalf of Customer, including personal data of Respondents.
• Personal data, controller, processor – these terms have the meaning given to them in the General Data Protection Regulation (GDPR).

2. Applicability

1. These general terms and conditions apply to all offers, quotations and Agreements of Esperto, and to their performance.
2. The applicability of any general terms and conditions of Customer is expressly rejected.
3. Departures from these terms apply only where Esperto has accepted them in writing, and only for the Agreement concerned.
4. If a provision of these terms is void or annulled, the remaining provisions stay in full force. Parties will then agree a replacement provision that stays as close as possible to the original intent.

3. Offers and formation of the Agreement

1. All offers and quotations from Esperto are without obligation and valid for thirty (30) days, unless stated otherwise.
2. An Agreement is formed when Esperto confirms the order or assignment in writing, including by email, or begins performing it.
3. Esperto may refuse or terminate an Agreement if Customer does not meet a reasonable request for necessary information or security.

What we supply, and what we expect from you

4. Supply of the Platform and Services

1. Esperto makes the Platform available to Customer as a cloud service (SaaS) over the internet. Customer receives login credentials for its accredited Practitioners and designated administrators.
2. Esperto will use reasonable care and current technical standards to make the Platform available, but does not guarantee uninterrupted availability.
3. Maintenance may cause temporary unavailability. Planned maintenance is announced in advance where possible and carried out outside regular office hours.
4. Any specific arrangements on availability, support hours and response times are recorded in a separately concluded Service Level Agreement (SLA). Without such an SLA, no quantitative availability or response standards apply.
5. Services are performed on a best-efforts basis, unless the Agreement expressly provides for an obligation to achieve a specific result.

5. Obligations of Customer

1. Customer is responsible for supplying correct and complete information needed to perform the Agreement.
2. Customer takes care in the use of login credentials, prevents unauthorized use, and informs Esperto immediately if it suspects credentials have been compromised.
3. Customer ensures that its Practitioners and users use the Platform in accordance with the Agreement, these terms and the User Terms.
4. Customer ensures that Respondents have been properly informed about the processing of their personal data and, where required, have given their consent.
5. As controller, Customer is responsible for what happens with Assessment outcomes. Customer acknowledges that an Assessment outcome may not serve as the sole basis for a decision on selection, promotion, remuneration or dismissal, and that a meaningful human assessment is required.

Prices, term and getting your data back

6. Prices and payment

1. All prices are in euros and exclusive of VAT and any other levies, unless expressly stated otherwise.
2. Esperto may index its rates annually on 1 January in line with the CBS consumer price index (CPI), series “all households”, calculated on the index for September of the preceding year against September of the year before that.
3. Unless agreed otherwise, Esperto invoices licences in advance and Services in arrears on the basis of actual costs. The payment term is thirty (30) days from the invoice date.
4. On late payment Customer owes statutory commercial interest without notice of default, together with extrajudicial collection costs under the Dutch Extrajudicial Collection Costs (Standardisation) Act.
5. Esperto may suspend its obligations for as long as Customer fails to meet its payment obligations.

7. Term, termination and notice

1. Unless agreed otherwise, an Agreement for the supply of the Platform is entered into for an initial term of twelve (12) months and is then renewed automatically for successive periods of twelve (12) months.
2. Notice of termination must be given in writing, observing a notice period of two (2) months before the end of the current term.
3. Either party may dissolve the Agreement with immediate effect if the other party is in default and, after written notice of default allowing a reasonable period, still fails to perform; or in the event of bankruptcy, suspension of payments or liquidation of the other party.
4. For thirty (30) days after the Agreement ends, Esperto makes the Customer Data available free of charge in a common, structured and machine-readable format such as CSV. At Customer’s request, made within that period, Esperto extends this once by a further thirty (30) days.
5. After the period in section 7.4 has expired, Esperto deletes or anonymizes the Customer Data, unless statutory retention obligations prevent this. Esperto confirms deletion in writing on request.

Intellectual property and confidentiality

8. Intellectual property

1. All intellectual property rights in the Platform, the underlying methodologies, questionnaires, scoring logic, report templates, materials and documentation belong to Esperto or its licensors, including the expert partners who own the underlying methodology.
2. For the term of the Agreement, Esperto grants Customer a non-exclusive, non-transferable right to use the Platform and the reports supplied, solely for internal use and in accordance with the Agreement.
3. Customer and its Respondents may keep reports for their own personal use. Reports, questionnaires and methodology may not be reproduced, published, decompiled or recreated, other than as permitted by mandatory law.
4. Customer may not use trademarks, logos or trade names of Esperto or of its expert partners without prior written consent.

9. Confidentiality

1. Each party will keep confidential all confidential information it receives from or about the other party, and will use it only to perform the Agreement.
2. The duty of confidentiality does not apply to information that is already public, was developed independently without using confidential information, or must be disclosed by law.
3. Each party imposes this duty of confidentiality on its staff and on third parties it engages.
4. The duty of confidentiality survives termination of the Agreement.

Personal data, roles and your right to audit

Running assessments means processing personal data about people who did not sign the contract themselves. This section sets out who is responsible for what, and how you can check that we do what we say.

10. Processing of personal data

1. Personal data is processed in performing the Agreement. For processing that Esperto carries out on Customer’s instructions, Esperto acts as processor and Customer as controller.
2. Parties conclude a data processing agreement for this purpose, based on the standard model data processing agreement of Esperto, or on a model agreed between the parties in mutual consultation. The data processing agreement forms an annex to and part of the Agreement. Esperto’s current standard model, version 2.2 of 6 September 2026, is available at the DPA download.
3. For processing where Esperto determines the purposes and means itself, such as customer administration, its own marketing and methodology research using anonymized data, Esperto is the controller. The Esperto Privacy Statement applies to that processing.
4. Esperto takes appropriate technical and organizational measures to secure personal data, in accordance with Article 32 GDPR.
5. Customer has the right, at most once a year and at its own expense, to have an independent audit carried out to verify that Esperto complies with this section and with the GDPR. Esperto will cooperate, provided the audit is announced in writing at least thirty (30) days in advance, the auditor signs a confidentiality undertaking, and Esperto’s normal business operations are not disproportionately disrupted.
6. Esperto may satisfy the obligation in section 10.5 by producing a recent audit report or certification drawn up by an independent expert, to the extent that it adequately answers Customer’s questions.

Liability, force majeure and governing law

11. Liability

1. Esperto is liable only for direct damage resulting from an attributable failure to perform the Agreement.
2. Esperto’s liability per event, where a series of connected events counts as one event, is limited to the amount paid by Customer under the Agreement in the twelve (12) months preceding the event, subject to a maximum of € 10,000 per calendar year.
3. Liability for indirect damage, consequential loss, lost profit, missed savings, loss of data or business interruption is excluded.
4. The limitations of liability in this section do not apply in the event of intent or deliberate recklessness on the part of Esperto or its executive management.
5. A claim for damages lapses if it is not reported to Esperto in writing within twelve (12) months of the damage being discovered.

12. Force majeure

1. In the event of force majeure Esperto may suspend its obligations for as long as the situation continues. Force majeure includes network or internet failures, power outages, cyberattacks, fire, pandemics, war and industrial action.
2. If the force majeure situation continues for more than sixty (60) days, either party may dissolve the Agreement without the other party being entitled to compensation.

13. Changes to these terms

1. Esperto may amend these general terms and conditions from time to time.
2. Substantial changes are notified to Customer at least thirty (30) days before they take effect. If Customer does not agree, Customer may terminate the Agreement with effect from the date the change takes effect.

14. Governing law and disputes

1. These terms and the Agreement are governed exclusively by Dutch law.
2. Disputes arising from or connected with the Agreement are submitted exclusively to the competent court in the district of Midden-Nederland, Utrecht, unless mandatory law designates a different competent court.