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,