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General terms and conditions

Version 1.0 · Last updated: 8 April 2026

These general terms and conditions apply to all quotes, engagement confirmations and agreements between Odin QHSE B.V. and its clients. We use one single set of terms for all our consultancy, secondment and advisory services. A signed copy is available on request, free of charge.

Who we are

Odin QHSE B.V.
Mendelssohnstraat 88
5144 GH Waalwijk, the Netherlands
Chamber of Commerce: 42015253
VAT: NL869301767B01
IBAN: NL63 RABO 0173 1061 88

Article 1. Definitions

In these general terms and conditions, the following definitions apply:

  • Odin QHSE: the private limited company Odin QHSE B.V., having its registered office in Waalwijk, the Netherlands, registered with the Chamber of Commerce under number 42015253.
  • Client: the natural or legal person who enters into an agreement with Odin QHSE or is negotiating to do so.
  • Agreement: any agreement between Odin QHSE and the Client for the provision of services, including consultancy, secondment, advice, audits and training in the field of QHSE (Quality, Health, Safety, Environment).
  • Professional: the employee or subcontractor deployed by Odin QHSE who actually performs the work.
  • Services: all activities that Odin QHSE performs on behalf of the Client.

Article 2. Applicability

  1. These general terms and conditions apply to all quotes, engagement confirmations and agreements between Odin QHSE and the Client, as well as to all legal relationships arising from or connected with them.
  2. Deviations from these terms are only valid if agreed in writing between the parties.
  3. The applicability of any purchasing or other terms of the Client is expressly rejected.
  4. If one or more provisions of these terms prove to be void or voidable, the remaining provisions shall remain fully in force.

Article 3. Offers and quotations

  1. All offers and quotations from Odin QHSE are non-binding and valid for thirty (30) days, unless the quotation expressly states otherwise.
  2. Offers and quotations do not automatically apply to future engagements.
  3. Price indications are based on the prices, rates, wages and exchange rates applicable at the time of issue. Odin QHSE reserves the right to adjust these in the event of interim changes.

Article 4. Formation of the agreement

  1. An agreement is formed at the moment the Client has accepted a quotation or engagement confirmation issued by Odin QHSE in writing, or at the moment Odin QHSE has started the actual performance of the work on behalf of the Client.
  2. Oral commitments or arrangements are only binding after written confirmation by Odin QHSE.

Article 5. Performance of the engagement

  1. Odin QHSE performs the engagement to the best of its knowledge and ability and in accordance with the standards of good craftsmanship. Odin QHSE has an obligation of effort, unless an obligation of result has been expressly agreed in writing.
  2. Odin QHSE itself determines how and by which Professional(s) the engagement is carried out. Odin QHSE has the right to replace Professionals during the engagement, provided that the quality and continuity of the services remain guaranteed.
  3. The Client ensures that all information, resources, facilities and decisions that Odin QHSE indicates are necessary for the performance of the engagement are provided in a timely manner.
  4. If the Client fails to comply with its obligations under paragraph 3, or fails to do so in time, Odin QHSE is entitled to suspend the performance of the engagement without becoming liable. Any additional costs arising from this are for the account of the Client.

Article 6. Engagement of third parties

Odin QHSE is entitled to engage third parties in the performance of the engagement. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

Article 7. Changes and additional work

  1. Changes to the original engagement, of whatever nature, will only be implemented after prior written coordination between the parties.
  2. Additional activities, extra deployment or shifting priorities are regarded as additional work. Odin QHSE confirms additional work in writing in advance, including the impact on hours, costs and planning.
  3. The Client acknowledges that additional work may lead to a shift in delivery dates and an increase in the agreed fee.

Article 8. Rates and costs

  1. All rates used by Odin QHSE are in euros and exclusive of VAT, unless expressly stated otherwise.
  2. Travel time is charged on the basis of the agreed rate. Mileage allowance, parking, tolls and other travel expenses are passed on at actual cost, unless otherwise agreed in writing.
  3. Odin QHSE is entitled to adjust its rates annually as of 1 January in line with the prevailing inflation correction (CBS consumer price index, all households), as well as upon tacit renewal of an ongoing engagement.

Article 9. Invoicing and payment

  1. Odin QHSE invoices monthly, unless the engagement confirmation states otherwise. The timesheets approved by the Client are leading for invoicing.
  2. The Client signs the timesheet for approval within one week of receipt. If no response is received within this period, the timesheet is deemed to have been tacitly approved.
  3. The payment term is fourteen (14) days after the invoice date, unless otherwise agreed in writing.
  4. If the payment term is exceeded, the Client is in default without further notice and Odin QHSE is entitled to charge the statutory commercial interest, as well as all reasonable (extra)judicial collection costs.
  5. Odin QHSE is entitled to suspend or terminate the engagement if invoices are not paid within the agreed term. Work already performed remains fully payable.
  6. Objections to the amount of an invoice do not suspend the payment obligation.

Article 10. Suspension and termination

  1. Both parties may terminate an engagement in writing, observing a notice period of one month, unless the engagement confirmation provides for a different period.
  2. Odin QHSE is entitled to terminate the agreement with immediate effect if the Client is declared bankrupt, files for suspension of payments, is dissolved, or materially fails to meet its obligations under the agreement.
  3. In the event of interim termination by the Client, work already performed, hours spent, travel expenses and work planned within the notice period remain fully payable.

Article 11. Indemnification

The Client indemnifies Odin QHSE against claims from third parties related to or arising from the work performed by Odin QHSE, unless there is intent or willful recklessness on the part of Odin QHSE.

Article 12. Force majeure

  1. The parties are not obliged to fulfill any obligation if they are prevented from doing so by force majeure.
  2. Force majeure is understood in these terms, in addition to what is meant in law and case law, as all external causes over which Odin QHSE cannot exercise any influence, including: fire, pandemic, strikes, government measures, network and power outages, and the failure of essential suppliers.
  3. If a force majeure situation lasts longer than sixty (60) days, both parties are entitled to dissolve the agreement in writing, without any right to compensation arising.

Article 13. Confidentiality

  1. Both parties are obliged to maintain confidentiality of all confidential information that they obtain from each other or from another source in the context of the agreement. Information is considered confidential if a party has communicated this, or if this follows from the nature of the information.
  2. If the parties agree on a separate non-disclosure agreement (NDA), the provisions of that NDA prevail over the provisions of this article, to the extent they deviate.

Article 14. Intellectual property

  1. All intellectual property rights to the documents, reports, methodologies, models, templates, tools and software developed or made available by Odin QHSE rest exclusively with Odin QHSE, unless otherwise agreed in writing.
  2. After full payment of the related invoices, the Client obtains a non-exclusive, non-transferable right of use for the purpose for which these works were delivered.
  3. The Client is not permitted to reproduce, publish or make available to third parties the works referred to in paragraph 1 without the prior written consent of Odin QHSE.

Article 15. Personal data and GDPR

  1. Insofar as Odin QHSE processes personal data on behalf of the Client when performing the engagement, Odin QHSE acts as a processor within the meaning of the General Data Protection Regulation (GDPR).
  2. In that case, the parties conclude a separate processor agreement that records, among other things, the nature, purpose, duration and security of the processing.
  3. Odin QHSE takes appropriate technical and organizational measures to protect personal data against loss or any form of unlawful processing.

Article 16. Use of artificial intelligence (AI)

  1. In carrying out its work, Odin QHSE uses artificial intelligence (AI), including cloud-based language models, to support research, analysis, document generation and quality control. This use contributes to the efficiency, consistency and turnaround time of the services.
  2. Before Client data is processed in cloud-based AI systems, the data is anonymized locally. Personal data, company names, financial information and other identifiable data are replaced by placeholders and only leave the Odin QHSE environment in that form.
  3. Output generated by AI is always assessed, checked and, where necessary, adjusted by an experienced QHSE professional of Odin QHSE. Odin QHSE is and remains substantively responsible for the end result.
  4. Odin QHSE does not use Client data to train external AI models and contractually excludes this with its AI suppliers.
  5. The Client grants Odin QHSE permission to use AI in the manner described in this article. If the Client wishes to deviate from this, this must be agreed in writing in advance.

Article 17. Non-solicitation of personnel

During the term of the engagement and for twelve (12) months after its termination, the Client will not employ, hire or otherwise have working for it any Professional deployed by Odin QHSE, whether directly or via third parties, without the prior written consent of Odin QHSE. In the event of a breach, the Client owes an immediately payable penalty of EUR 25,000.00 per breach, without prejudice to Odin QHSE's right to full compensation.

Article 18. Applicable law and disputes

  1. All agreements between Odin QHSE and the Client are exclusively governed by Dutch law.
  2. Disputes arising from or related to the agreement will, at first instance, be submitted exclusively to the competent court in the district of Zeeland-West-Brabant.

Article 19. Final provisions

  1. Odin QHSE is entitled to amend these general terms and conditions. Amendments will be communicated to the Client in writing and will take effect thirty (30) days after notification.
  2. The most recent version of these general terms and conditions is available from Odin QHSE and prevails over earlier versions.

Questions or need a signed copy?

Do you have questions about these terms or would you like to receive a signed copy? Contact us via our contact form or call +31 6 23 66 08 42.