Terms and Conditions
In these general terms and conditions the following terms have the following meanings:
1. Client: the natural person or legal entity who has instructed the Contractor to perform Work.
2. Contractor: the practice that concludes the Agreement and uses these general terms and conditions. All Agreements are concluded with the Contractor, with the exclusion of Articles 7: 404 and 7: 407 paragraph 2 of the Dutch Civil Code, and are exclusively performed by the Contractor. This also applies if it is the Client’s express or tacit intention that the Work will be performed by a specific person or persons.
3. Activities: all activities for which an assignment has been given or which are performed by the Contractor on any other basis. The foregoing applies in the broadest sense of the word and in any case includes the activities as stated in the order confirmation.
4. Documents: all goods made available by the Client to the Contractor, including documents or data carriers, as well as all goods produced by the Contractor in the context of the performance of the assignment, including documents or data carriers.
5. Agreement: any agreement between the Client and the Contractor to perform Work by the Contractor for the Client, in accordance with the provisions of the order confirmation.
1. These general terms and conditions apply to: all offers, quotations, assignments, legal relationships and agreements, by whatever name, whereby the Contractor undertakes / will undertake to perform Work for the Client, as well as to all Work ensuing therefrom for the Contractor.
2. Deviations from and additions to these general terms and conditions are only valid if they have been explicitly agreed in writing in, for example, a (written) agreement or order confirmation.
3. In the event that these general terms and conditions and the order confirmation contain conflicting conditions, the conditions included in the order confirmation will apply.
4. The applicability of the Client’s general terms and conditions is explicitly rejected by the Contractor.
5. The underlying Assignment / Agreement – together with these general terms and conditions – represent the full agreements between the Client and the Contractor with regard to the Work for which the Agreement has been concluded. All previous agreements or proposals made between the parties in this regard will lapse.
C. Commencement and duration of the agreement
1. Each Agreement is only concluded and commences when the order confirmation signed by the Client has been returned by the Contractor and signed. The confirmation is based on the information provided by the Client to the Contractor at the time. The confirmation is deemed to represent the Agreement correctly and completely.
2. The parties are free to prove the formation of the Agreement by other means.
3. Each Agreement is entered into for an indefinite period of time unless it follows from the nature, content or scope of the assignment that it has been entered into for a specified period.
D. Client details
1. The Client is obliged to make available to the Contractor in a timely manner, in the desired form and in the desired manner, all information and Documents which the Contractor considers necessary for the correct execution of the Agreement.
2. The Contractor has the right to suspend the performance of the Agreement until the Client has fulfilled the obligation referred to in the previous paragraph.
3. The Client is obliged to immediately inform the Contractor of facts and circumstances that may be important in connection with the performance of the Agreement.
4. The Client guarantees the correctness, completeness and reliability of the data and documents made available to the Contractor by or on its behalf, even if they originate from third parties.
5. The extra costs and extra fee resulting from the delay in the performance of the Agreement, arising from the non-availability, late or improper provision of the required information, are for the account of the Client.
6. If and insofar as the Client so requests, the documents made available will be returned to him, subject to the provisions under O.
E. Execution of the assignment
1. The Contractor determines the manner in which and by which person (s) the Agreement will be performed. If possible, the Contractor will take into account timely and responsible instructions from the Client regarding the performance of the Agreement.
2. The Contractor will perform the Work to the best of its ability and as a diligent professional. However, the Contractor cannot guarantee that any intended result will be achieved.
3. The Contractor has the right to have certain Work performed by a person or third party to be designated by the Contractor, without notification to and explicit permission from the Client, if this is desirable in the opinion of the Contractor.
4. The Contractor will perform the Agreement in accordance with the rules of conduct and professional rules that apply to it, which form part of the Agreement, and that which is required of it by law. A copy of the rules of conduct and professional rules applicable to the Contractor will be sent to the Client on request. The Client will respect the obligations arising from these rules of conduct and professional rules and under the law for the Contractor or for those who work at or for the Contractor.
5. If, during the term of the Agreement, Work is performed for the Client’s profession or business that does not fall under the Work to which the Agreement relates, these Work will be deemed to have been performed on the basis of separate Agreements.
6. Any deadlines specified in the Agreement within which the Work must be performed are only approximate and not strict deadlines. Exceeding such a term therefore does not result in an attributable shortcoming on the part of the Contractor and therefore no ground for dissolution of the Agreement. Periods within which the Work must be completed can only be regarded as strict deadlines if this has been expressly and in so many words agreed between the Client and the Contractor.
F. Confidentiality and Exclusivity
1. The Contractor is obliged to observe secrecy towards third parties who are not involved in the performance of the Agreement. This secrecy concerns all information of a confidential nature made available to him by the Client and the results obtained by processing it. This confidentiality does not apply insofar as legal or professional regulations, including but not limited to the reporting obligation arising from the Money Laundering and Terrorist Financing Prevention Act and other national or international regulations with a comparable purport, impose an obligation on the Contractor to provide information, or insofar as the Client Has released the Contractor from the duty of confidentiality. This provision also does not prevent confidential consultation with colleagues within the organization of the Contractor, insofar as the Contractor deems this necessary for a careful performance of the Agreement or for careful compliance with legal or professional obligations.
2. The Contractor is entitled to use the numerical results obtained after processing, provided that these results cannot be traced back to individual Clients, for statistical or comparative purposes.
3. The Contractor is not entitled to use the information made available to him by the Client for a purpose other than that for which it was obtained, with the exception of the provisions of paragraph 2, and in the event that the Contractor acts for himself in a disciplinary, civil, administrative or criminal proceedings, in which these documents may be important. If the Contractor is accused of having committed or participated in an offense or crime, it is entitled to disclose Documents of the Client to the Inspector of Taxes or to the court, if disclosure is necessary in the context of the defense by Contractor.
4. Except with the explicit prior written consent of the Contractor, the Client is not permitted to disclose or otherwise make available to third parties the content of advice, opinions or other expressions, whether or not in writing, of the Contractor, except insofar as this is obtained directly from the Contractor. Agreement ensues, takes place for the purpose of obtaining an expert opinion on the relevant Work of the Contractor, the Client has a legal or professional obligation to disclose, or the Client acts on its own behalf in disciplinary, civil or criminal proceedings.
G. Intellectual Property
1. The Contractor reserves all rights with regard to products of the mind which he uses or has used in the context of the performance of the Agreement with the Client, insofar as rights can exist or be established on those products in a legal sense.
2. The Client is expressly prohibited from using those products, including but not limited to computer programs, system designs, working methods, advice, (model) contracts and other mental products, all this in the broadest sense of the word, with or without the involvement of to provide, reproduce, disclose or exploit to third parties.
3. The Client is not permitted to hand over (resources of) those products to third parties, other than to obtain an expert opinion regarding the Contractor’s Work. In that case, the Client will impose its obligations under this article on the third parties engaged by it.
H. Force majeure
1. If the Contractor cannot, not timely or not properly fulfill his obligations under the Agreement as a result of a cause that cannot be attributed to him, including but not limited to illness of employees, failures in the computer network and other stagnation in the normal course of business within his company, those obligations will be suspended until the moment that the Contractor is still able to fulfill them in the agreed manner.
2. In the event that the situation referred to in the first paragraph arises, the Client has the right to cancel the Agreement in whole or in part and with immediate effect in writing, without any right to any compensation.
1. The Contractor has the right to suspend the performance of his Work before the start of the Work and in the interim until the Client has paid or has provided security for an advance to be determined by the Contractor in reasonableness. An advance paid by the Client will in principle be settled with the final invoice.
2. The Contractor’s fee does not depend on the outcome of the Work performed.
3. The Contractor’s fee may consist of a predetermined amount per Agreement and / or may be calculated on the basis of rates per time unit worked by the Contractor and is payable to the extent that the Contractor has performed Work for the Client.
4. If an amount determined per Agreement has been agreed, the Contractor is entitled to charge an additional rate per unit of time worked, if and insofar as the Activities exceed the Activities provided for in the Agreement, which is also payable by the Client.
5. If wages and / or prices undergo a change after the conclusion of the Agreement, but before the assignment has been fully executed,
The Contractor is entitled to adjust the agreed rate accordingly, unless the Client and the Contractor have made other agreements about this.
6. The Contractor’s fee, plus disbursements and invoices from third parties engaged if necessary, will be charged to the Client, including any turnover tax due, every two weeks, per month, per quarter, per year or after completion of the work.
7. Client can cancel an assignment for training, lecture or workshop free of charge, for example if the required minimum number of participants has not been realized. But if the cancellation takes place within two weeks before the agreed date of execution, the client owes 100% of the agreed price. Cancellation of an assignment must be made in writing.
8. If a minimum number of participants applies for a specific training, lecture or workshop, then this number will at least be met by the client. If less than the minimum number of participants is present on the day itself, this may result in loss of quality and risk for the contractor. In that case, the meeting will be canceled and the client will owe the agreed rate. If desired, the training can be rescheduled in consultation, whereby the minimum number of participants is in any case met. For such a return day, 50% of the previously agreed rate will be charged.
1. Payment of the invoice amount by the Client must take place within the agreed periods, but in no case later than 30 days after the invoice date, in Euro, by means of deposits into a bank account to be designated by the Client and, insofar as the payment relates to activities, without any right to discount or set-off. 2. If the Client has not paid within the period referred to in paragraph 1, or has not paid within the further agreed period, he is in default by operation of law and the Contractor has the right, without any further summons or notice of default being required, from the due date. to charge statutory (commercial) interest on the invoiced amount, up to the day of full payment, all this without prejudice to the Contractor’s further rights.
3. All costs arising as a result of judicial or extrajudicial collection of the claim are at the expense of the Client, also insofar as these costs exceed the court costs order. The extrajudicial costs are set at at least 15% of the amount due, with a minimum of € 125.
4. If, in the opinion of the Contractor, the financial position or payment history of the Client gives cause to do so, the Contractor is entitled to require the Client to provide (additional) security in a form to be determined by the Contractor. If the Client fails to provide the required security, the Contractor is entitled, without prejudice to his other rights, to immediately suspend the further performance of the Agreement and all that the Client owes the Contractor for whatever reason is immediately due and payable.
5. In the event of a joint assignment, the Clients, insofar as the Work has been performed for the joint Clients, are jointly and severally liable for the payment of the invoice amount.
1. Complaints with regard to the work performed and / or the invoice amount must be submitted in writing within 30 days after the date of dispatch of the documents or information about which the Client complains, or within 30 days after the discovery of the defect, if the Client demonstrates that he has the defect. could not reasonably have discovered earlier, to be made known to the Contractor.
2. Complaints as referred to in the first paragraph do not suspend the Client’s payment obligation, except insofar as the Contractor has indicated that it considers the complaint to be well-founded.
3. In the event of a justifiable complaint, the Contractor has the choice between adjusting the fee charged, improving or redoing the rejected Work free of charge or not carrying out the assignment (anymore) in full or in part against a proportionate refund. of fees already paid by the Client.
4. If the complaint is not filed on time, all rights of the Client in connection with the complaint will lapse.
1. The Contractor is only liable to the Client for damage that is the direct result of a (related series of) attributable shortcoming (s) in the performance of the Agreement. This liability is limited to a maximum of 75% of the amount of the fee charged for the performance of the Agreement, whereby a series of related events counts as one event. The Client expressly indemnifies the Contractor against further claims for damages, both from itself and from third parties. Business damage to the client or third party is in any case completely excluded.
2. The contractor is only liable for professional errors, if proven or undeniable by the client, that these can reasonably be attributed to the contractor and could have been prevented with normal attention and accuracy.
3. The Contractor is not liable for: · damage occurring at the Client or third parties as a result of the provision of incorrect or incomplete data or information by the Client to the Contractor, or otherwise the result of an act or omission on the part of the Client; – damage arising at the Client or third parties as a result of an act or omission of auxiliary persons engaged by the Contractor (not including employees of the Contractor), even if they work for an organization affiliated with the Contractor; – business, indirect or consequential damage arising at the Client or third parties, including but not limited to stagnation in the regular course of affairs in the Client’s business.
4. The Contractor has the right at all times, if and insofar as possible, to undo or limit the damage suffered by the Client by repairing or improving the defective product.
5. The Contractor is not liable for damage or destruction of documents during transport or during dispatch by post, regardless of whether the transport or dispatch is done by or on behalf of the Client, the Contractor or third parties. During the execution of the Assignment, the Client and the Contractor can communicate with each other by electronic means at the request of the Client. The Client and the Contractor are not liable to each other for damage that may arise to one or each of them as a result of the use of electronic means of communication, including – but not limited to – damage as a result of non-delivery or delay in delivery of electronic communication by third parties or by software / equipment used for the transmission, receipt or processing of electronic communication, transmission of viruses and the failure or improper functioning of the telecommunication network or other means required for electronic communication, except insofar as damage is the result of intent or gross negligence. Both the Client and the Contractor will do or refrain from doing anything that may reasonably be expected of each of them to prevent the aforementioned risks from occurring. The data extracts from the computer systems of the sender provide compelling proof of (the content of) the electronic communication sent by the sender until the recipient provides evidence to the contrary.
6. The Client indemnifies the Contractor against all claims from third parties, including shareholders, directors, supervisory directors and personnel of the Client, as well as affiliated legal entities and companies and others involved in the organization of the Client, which are directly or indirectly involved in the performance of the Agreement. coherent. The Client indemnifies the Contractor in particular against claims from third parties due to damage caused by the Client having provided the Contractor with incorrect or incomplete information, unless the Client demonstrates that the damage is not related to culpable acts or omissions on its part, or is caused by intent or gross negligence. fault of the Contractor. The foregoing does not apply to assignments to audit the annual accounts as referred to in Section 393 Book 2 of the Dutch Civil Code.
7. The Client indemnifies the Contractor against all possible claims from third parties, in the event that the Contractor is forced on the basis of the law and / or its professional rules to return the assignment and / or is forced to cooperate with government agencies, which are entitled to receive unsolicited information which the Contractor has received from the Client or third parties in the performance of the assignment.
8. The provision of (copies of) or information from confidential (research) reports, or fragments thereof, by or on behalf of the Client, without the written permission of the Contractor, may cause damage and entail legal costs. Such legal costs are fully for the account of the Client. Costs of damage and activities arising from this, or time that must be spent by the Contractor on any dispute settlement and arising from non-compliance with the measures of care, which guarantee the confidentiality and due care of the investigation, are fully at the expense of the Client. Smart money will be charged for every day that the Client is in default and can thereby cause (reputation) damage to the Contractor. The Smart Money amounts to a maximum of 8 hours per day of default of the Client, times the hourly rate agreed with the Contractor, plus VAT.
M. Expiration period
Insofar as not provided otherwise in these general terms and conditions, rights of action and other powers of the Client for whatever reason against the Contractor in connection with the performance of Work by the Contractor will lapse, in any case after one year after the moment at which the Client became known or reasonably known. could be with the existence of these rights and powers. This period does not concern the possibility to submit a complaint to the appropriate body (s) for complaint handling and / or the Disputes Board.
1. The Client and the Contractor can terminate the Agreement at any time with immediate effect by giving notice. If the agreement ends before the assignment is completed, the provisions under I. second paragraph apply. 2. Termination must be communicated to the other party in writing. 3. If and insofar as the Contractor terminates the Agreement by giving notice, it is obliged to inform the Client of the reasons underlying the cancellation and to do everything that the circumstances require in the interest of the Client. O. Right of suspension The Contractor has the right to suspend the fulfillment of all its obligations, including the delivery of documents or other items to the Client or third parties, until all due and payable claims against the Client have been paid in full. The Contractor may only refuse the obligation to hand over Documents after a careful weighing of interests has taken place. P. Applicable law and choice of forum 1. All Agreements between the Client and the Contractor to which these general terms and conditions apply are governed by Dutch law. 2. All disputes relating to Agreements between the Client and the Contractor to which these general terms and conditions apply will be settled by the competent court in the district in which the Contractor is domiciled. 3. Contrary to the provisions of paragraph 2, the Client and the Contractor may opt for a different dispute resolution method.