Bureau wortel is member of Nedworc Association, and underscribes the Code of Conduct for consultants.
Artikel 1 – Toepasselijkheid
Article 1 – Applicability
1.1 These General Terms and Conditions apply to all legal relationships between Bureau Wortel (further Contractor) and Client, including all Activities provided by the Contractor and, in particular, the Services as stated in the Offering.
1.2 Deviations from these terms and conditions are valid only if they have been expressly agreed in writing. Contractor explicitly rejects the applicability of General (Purchasing) terms used by the Client.
Article 2 – Obligation
2.1 The Contractor will take the utmost care regarding the interests of the Client in carrying out the Work. In particular, the Contractor carries out the confidentiality of all data and information provided to the Contractor by the Client under the Agreement.
2.2 If and to the extent that a proper performance of the Agreement requires this, the Contractor shall have the right to perform the Third-Party Services.
Article 3 – Quotations
3.1 All Quotations are entirely non-binding and Contractor is bound only to the Offer if the Offer has been signed by the Client within fourteen (14) days and received by the Contractor.
3.2 The prices quoted in the Offer are exclusive of VAT and other government fees, as well as any costs incurred under the Agreement, including travel-, lodging-, consumption-, shipping- and handling costs, unless stated otherwise in the Offer.
Article 4 – Implementation of the Agreement
4.1 In the event that the Work is performed at the Client’s location or in a location designated by the Client, the Client shall carry free care for the reasonably desirable facilities.
Article 5 – Contract Duration and Time of Implementation
5.1 In the event that a term has been agreed upon in connection with the execution of the Operations between the Contractor and the Client, this term is only approximate unless explicitly agreed otherwise in writing. The Contractor does not provide any guarantee for any agreed delivery times and non-timely delivery does not entitle the Client to compensation, termination of the Agreement or suspension of any obligation towards the Contractor.
Article 6 – Honorarium
6.1 At the conclusion of the Agreement, the parties may agree to a fixed fee.
6.2 If no fixed fee has been agreed, the fee will be determined based on actual hours spent, including travel time. The fee is calculated according to the usual hourly rates of the Contractor, valid for the period during which the Work is performed.
6.3 The Contractor is entitled to settle any price changes that have occurred after the Agreement has been concluded with the Client.
Article 7 – Payment
7.1 The contractor will invoice monthly on the basis of actual hours spent, including travel time. Or if a fixed fee has been agreed, starting with a 25% deposit at the commencement of the assignment.
7.2 The Client is obliged to fulfill all Contractor’s invoices within fourteen (14) days after the date of signature to the Contractor. Issues against the amount of invoices do not suspend the payment obligation.
7.3 If the Client fails to pay within 14 (14) days, the Client is in default. The client is then liable for interest of 1% per month, unless the legal interest rate is higher in which case the legal interest rate applies. The interest on the claimable amount will be calculated from the moment that the Client is in default until the full amount of payment is met.
Article 8 – Retention of title
8.1 All items delivered by the Contractor, including, if applicable, reports, designs, equipment, software, (electronic) files, etc. remain the property of the Contractor until the Client has fulfilled all obligations to the Contractor.
8.2 The Client has no jurisdiction to pledge or object in any other way to the matters under title.
8.3 If third parties attach confiscation to the goods delivered under title reservation or to settle or apply rights thereon, the Client is obliged to inform the Contractor immediately.
Article 9 – Complaints
9.1 Complaints about the Workers must be notified to the Contractor in writing within eight (8) days after discovery, but no later than fourteen (14) days after completion of the relevant Work. Such notice of default must contain as detailed a description as possible of the Customer’s shortcomings so that the Contractor is able to respond adequately.
9.2 If a complaint is based, the Contractor will be given the opportunity to perform the Work again. In the event that it is no longer possible to carry out the Work to Objective Measures, Contractor will be liable only within the limits of Article 12.
Article 10 – Term of notice
10.1. Both parties may terminate the Agreement at any time in writing.
10.2 If the Agreement is terminated by the Client in the interim, the Contractor shall be entitled to compensation due to the resulting loss, 25% of the invoice value that would still be delivered. In addition, the Client is then held to pay the invoices for the Work performed to date.
10.3 If the Contract is terminated in the interim by the Contractor, the Contractor loses its entitlement to payment, except in so far as the Services already performed are of benefit to the Client.
Article 11 – Liability
11.1 In view of the nature of the Activities and the subjective assessment aspects involved in the Workings, Contractor is not liable for any damage suffered by the Client as a result of any act or omission of Contractor in compliance with the Agreement or otherwise, except if There is intent or gross negligence. Consequential damage, including lost profits or losses, will never be eligible for compensation.
11.2 In the event that the Contractor is liable for damage suffered by the Client, the damage incurred by the Contractor shall never exceed the invoice value of the Work, the lack of which has been caused by the damage or – if this is not established – The invoice value of the Operations performed by the Contractor at the time that the event causing the damage occurred on behalf of the Client.
11.3 The Client indemnifies the Contractor in respect of all claims of third parties for damages arising out of or arising out of the Agreement. This does not affect the Contractor’s duty of care as referred to in Article 3.
11.4 The exclusions and limitations of liability mentioned in this article as well as the indemnity referred to in article 12.3 are equally intended for and for the benefit of subordinates of the Contractor and any other whose assistance the Contractor uses in carrying out the Work.
11.5 The liability for the Workers assigned to the Contractor to a third party is limited to the extent that the third party effectively protects the Contractor.
Article 12 – Force majeure
12.1 Force majeure means any circumstance on the basis of which (further) compliance by the Contractor can not reasonably be required. Below, in any case – but not exclusively – is data loss due to computer failure, virus infection or computer fraud by third parties, machine failure and other calamities that prevent or restrict the Operator’s operations.
12.2 In the event that the Contractor is prevented by force majeure from performing the activities in whole or in part, the Contractor has the right to suspend the execution of the Work without judicial intervention or to regard the Agreement as being dissolved in its entirety, for its sole discretion Without the Contractor being liable to compensate for any damage suffered by the Client.
12.3 In the event that, at the time of the commencement of force majeure, the Contractor has partially fulfilled its obligations to the Client arising from the Agreement and has partially performed work on behalf of the Client – and in respect of the work already performed, is self-employed – the Contractor is entitled To invoice the relevant activities separately. The Client is then required to meet the Contractor’s relevant invoice.
Article 13 – Safeguards
13.1 Client indemnifies Contractor for third party claims in respect of intellectual property rights on materials or data provided by the Client used in the performance of the Agreement.
13.2 If the Client provides user information carriers, electronic files or software, etc., the Client warrants that the information carriers, electronic files or software are free from viruses and defects.
Article 14 – Intellectual Property
14.1 All documents and oral information provided by the Contractor, such as reports, advice, agreements, designs, promotional material, software, training materials, proposals, etc., are intended solely for use by the Client and may not be disclosed by the Client without the prior consent of the Contractor. Are reproduced, made public, or brought to third parties, unless otherwise provided by the nature of the documents provided.
14.2 The Contractor reserves the right to use the knowledge gained in carrying out the Work for other purposes, insofar as no confidential information is disclosed to third parties.
14.3 The Contractor is entitled to sign and / or use all of the products manufactured by the Contractor to promote his or her organization and service.
Article 15 – Confidentiality
15.1 If the Contractor is required to provide confidential information by law or the competent court designated third parties by law or by a court ruling, and the Contractor may not invoke legal proceedings or acknowledge by the competent court whether Permitted right of change, Contractor is not liable for damages or compensation and the other party is not entitled to terminate the Agreement.
Article 16 – Termination
16.1 The Contractor is entitled to terminate, in whole or in part, the Agreement without notice and liability for damages or, at its discretion, to suspend the further execution of the Agreement if:
A. Client declared bankrupt
B. Client request for payment of payment;
C. Client transfers to liquidation of his company;
D. Client is asked or died; or
e. Client to the Contractor does not comply with any legal obligation or any obligation arising from the Agreement.
16.2 In the cases referred to in Article 16.1, the Contractor is entitled to claim the fee payable by the Client to the Contractor immediately as a whole.
16.3 The Client is obliged to immediately inform the Contractor if a circumstance occurs within the meaning of Article 16.1. In the event that a circumstance within the meaning of Article 16.1 (e) Occurs, the Client is in error in error and is only due to the Contractor directly due.
Article 17 – Transfers and duties
17.1 The Client is not entitled to transfer the rights and obligations resulting from the Agreement under this General Terms, in whole or in part, to third parties, subject to the prior written consent of the Contractor.
Article 18 – Applicable law and competent court
18.1 These terms and conditions will come into effect on 1 June 2017.
18.2 In the event that any provision in these Terms and Conditions should be null and void or destroyed, this does not affect the validity of the remaining provisions.
18.3 The legal relationship between the Principal and the Contractor is governed by Dutch law. All disputes between the Client and the Contractor that may arise as a result of or in connection with the agreement will be resolved by the competent court in Amsterdam, with the exception of each other.