General terms and Conditions
For assignments given to one-man and multi-man agencies
Our consultants adhere to the professional rules of conduct of the Order of Organizational Experts and Advisors (Ooa). We will send you these rules of conduct on first request.
In these GENERAL TERMS AND CONDITIONS:
- the agency: (also referred to as we and us) the management consultancy firm that refers to these GENERAL TERMS AND CONDITIONS in its agreement with the client.
- the client: the agency's contract partner.
- the assignment: any agreement of the agency to supply products and services to the client.
- the quotation: a (written) offer of products and services to be supplied by the agency, specified in terms of content, delivery time, price and other conditions.
These GENERAL TERMS AND CONDITIONS apply to all agreements for the provision of products and services by the agency. Standard terms and conditions used by the client do not apply, unless they have been accepted by us in writing.
4. Creation of assignments
Our quotation is based on the information provided by the client up to that point. The client guarantees that essential information has been provided for the design and execution of the assignment. A quotation from the agency is without obligation, unless stated otherwise.
The agency describes the assignment as accurately as possible in the offer or in the confirmation of the assignment and gives the client insight into the working method to be followed; if necessary, the delivery conditions are stated.
The assignment is only concluded after acceptance by the agency. This acceptance can be evidenced by a signed offer as well as a written confirmation by the agency.
5. Obligation of the agency
We will make every effort to carry out orders for the delivery of products and services to the best of our knowledge and ability, in accordance with specified requirements and good workmanship. We will carry out the assignment from a professionally independent standpoint.
Naturally, during the execution, regular consultations will take place with the client about the state of affairs and the way in which the assignment is carried out. If, during the acceptance and performance of the work, we come across facts or circumstances that (may) negatively influence the progress of our work or the result of our services, we will inform the client of this.
We will do everything possible to carry out the assignment within the agreed schedule. In addition to our efforts, the duration of the assignment can be influenced by all kinds of factors, such as the quality of the information we obtain and the cooperation that is provided. Except in the case of intent or gross negligence on the part of the agency, exceeding the delivery time does not entitle the client to full or partial dissolution of the assignment or to compensation for any damage suffered by the client.
The results of the application and use of studies carried out by us, advice provided and products supplied depend on many factors that are beyond our control. We can therefore not guarantee the results, unless we can exercise an all-encompassing influence in the phase of application of the advice/service/product, as evidenced by the order.
6. Client obligations
The client ensures that all documents and data that we need for the performance of the assignment are received in good time. We must also be able to count on the timely availability of the client's employees involved in our work. The client is not permitted to involve third parties in the execution of the assignment, other than with our written consent.
Facts and circumstances arising from changes in the policy and/or organization of the client, or in its immediate (market) environment, must be reported to the agency without delay, so that these can be taken into account in the execution of the assignment.
We are obliged to maintain confidentiality of all information and data of the client towards third parties. In the context of the assignment, we will take all precautions to protect the interests of the client. Likewise, the client will not make any announcements to third parties about our approach, working methods and reports from the agency without our consent.
8. Adjustment and termination of assignments
If circumstances arise in the context of the assignment that were not foreseen at the start of the assignment, a solution will be sought in mutual consultation and in good harmony, such as adjustment of the assignment.
If one of the parties is affected by a situation of force majeure, it will immediately notify the other party. The parties will try to reach a reasonable solution in consultation.
The client and the agency both have the right to waive further continuation of the assignment if the originally agreed execution becomes considerably more difficult or impossible due to the changed circumstances.
In the event of early termination, a notice period of one month will be observed, unless otherwise agreed. Work performed up to that point will normally be reimbursed. Neither the client nor we can claim any claim or right of any kind in that case.
With continuation of the assignment, modified and new conditions will be added to the original assignment and thus form a whole.
In the event that one of the parties becomes bankrupt, applies for a moratorium, goes into liquidation or is dissolved, the other has the right to terminate the assignment without observing a notice period.
9. Rates and costs
Our rates and the cost estimates based thereon include all costs such as normal office costs and travel and accommodation costs. The costs of any foreign travel and large print runs of notes, reports, books, etc. (more than agreed upon on behalf of the client) will be charged separately.
Current price lists or quoted prices apply to products.
All prices and rates are exclusive of VAT.
The costs of third parties that we have to incur for the purpose of the assignment will be passed on to the client on presentation of invoices. Interim changes that require us to adjust rates or prices will be passed on at most once every six months.
Unless otherwise agreed, our services are charged to the client based on time spent and costs incurred. Unless another arrangement has been agreed, we will send an (advance) invoice once every two weeks.
In the case of products, an invoice will be sent upon or after delivery. Payment must be made within 30 days of the invoice date.
If we have not received payment 30 days after the due date, the agency is entitled to charge the statutory interest. Payment of the final invoice serves as the approval of termination of the assignment by the client.
If the client does not pay even after a written reminder, in addition to the amount then owed, the client is also obliged to pay all judicial and extrajudicial collection costs. The amount of these costs is set at a minimum of 15% of the amount due.
The agency is only liable for any damage during the execution of the assignment in the event of intent and/or gross negligence on the part of the agency/consultant. Our liability is limited to the amount of the fee for the relevant assignment or the price of the delivered product. We are not liable for consequential damage, nor for damage suffered by third parties; the client must indemnify us for this.
The copyright, the right of drawing or model or any other intellectual property right with regard to the delivered service or product rests with the agency. The client acquires the right to use this property within the organizational unit to which the assignment relates.
Guarantees issued by us with regard to products not developed by us are only given if and insofar as the relevant supplier has issued a guarantee to the agency which covers any damage caused.
14. Disputes and deviations
Agreements between client and the agency are governed by Dutch law. If a dispute arises between the client and the agency as a result of or as a result of the assignment, the parties will try to settle this dispute amicably. This also includes the option of submitting the dispute jointly to an independent expert for advice or mediation. A request for mediation can also be addressed to the chairperson of the ZOA.
A dispute is present if one of the parties makes this known to the other party, stating what in that party's opinion is the subject of the dispute. If the dispute is not resolved, it will be submitted to the competent civil court.
In the event of deviations from the delivered products, the client will submit a written complaint to the agency within 14 days after it has discovered or should reasonably have discovered the defect. Complaints do not entitle the client to suspend its obligations in whole or in part.