Terms and Conditions
Article 1 - Definitions.
Next Senz:
Next Senz B.V., established at Arnhemse Bovenweg 160, 3708 AH Zeist, hereinafter referred to as Contractor.Agreement:
The agreement to provide consulting services in the area of:process, project, and interim management;
posting of trainees;
as well as developing and managing software and ICT infrastructures (or having them developed).
Compensation:
Financial compensation consists of:an hourly rate, excluding travel time and any fixed storage, office facilities;
and/or an agreed fixed price for a particular service.
The Client shall pay in advance, upon completion and acceptance, a percentage of the order price to be agreed upon.
Other fees are submitted monthly in arrears based on actual hours spent.
Client:
Any natural person and/or legal entity that has entered into an agreement or issued an order with the Contractor, including its representative(s), agent(s), assignee(s) and/or heir(s).Services and Supplies:
This includes:Providing process, project, and interim management consulting;
posting of trainees;
developing, supplying and managing software and ICT infrastructures (or having them developed).
Third parties:
(Legal) persons engaged by the Contractor.
Article 2 - General
These general terms and conditions apply to all service assignments in the broadest sense of the word, as well as to the agreements and/or legal acts thus concluded by the Contractor on behalf of the Client, to the exclusion of the provisions of Sections 7:404 and 7:407 (2) of the Dutch Civil Code.
These general terms and conditions may be deviated from only by express agreement.
Changes or additions are valid only if agreed upon in writing.If one or more provisions of these terms and conditions are found to be null and void, the remaining provisions shall remain in full force and effect.
If the Client has its own general terms and conditions that could apply to the Agreement, the Contractor's general terms and conditions shall prevail, even if the Client's terms and conditions contain a similar provision.
These general conditions also apply to orders or order confirmations resulting from a previously concluded agreement to which these conditions apply.
Article 3 - Agreement
An agreement is not established until the order is accepted by the Contractor.
The Client agrees to the Contractor having the Agreement performed under its responsibility by Third Parties. The applicability of Sections 7:404 and 7:407 (2) of the Dutch Civil Code is excluded.
When engaging Third Parties, Contractor shall exercise due diligence.
The work is performed exclusively for the benefit of the Client. Third parties cannot derive any rights from it.
The agreements entered into with Contractor result in a effort obligation, not to a result obligation.
Contractor shall perform its obligations according to the standards of care and workmanship prevailing at the time of performance.The Client grants permission, whether in connection with the order or not, to bring to the knowledge of those within the Contractor's organization for whom this is useful in dealing with the order.
The Client shall ensure that all data necessary for the performance of the Agreement are provided to the Contractor in a timely manner.
If this is not done in a timely manner, Contractor is entitled:suspend performance of the agreement; and/or
charge the additional costs resulting from the delay according to the usual rates.
All documents produced by Contractor and all activities for the purpose of developing and delivering custom software and ICT infrastructures are subject to the intellectual property rights (copyright) with the Contractor.
Ownership shall remain with Contractor at all times.
Duplication in any way by third parties is not permitted.
Separate arrangements are made for standard and custom software and ICT infrastructures for each assignment in a separate agreement.
Contractor is entitled to dissolve the agreement, suspend or discontinue the work if Client fails to provide security for the fulfillment of payment or other obligations upon first request.
Article 4 - Liability and indemnity
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Any liability for failures of third parties engaged by Contractor is expressly excluded.
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Contractor's liability for damage - including but not limited to damage resulting from inaccuracy, illegality or incompleteness of the advice provided - is limited. This also applies to damage caused by third parties engaged by Contractor, as well as damage resulting from:
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failure to perform the contract;
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or committing an unlawful act in connection with the performance of the contract.
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This limitation of liability does not apply to damages resulting from intentional or gross negligence on the part of the Contractor or persons for whom it is legally liable.
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Any liability of Contractor arising out of or in connection with the performance of a contract shall in any event be limited to:
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The amount of the value of the assignment;
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or, as far as third parties are concerned, the amount paid by the Contractor to that third party in connection with the order.
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Contractor shall not be liable for:
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opinions based on incorrect or incomplete information provided by the Client;
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consequential damages on the part of the Client, including, inter alia, loss of income, regardless of cause.
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The Principal shall indemnify the Contractor against:
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third party claims regarding intellectual property rights on data provided by the Client;
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and against any claims by third parties who suffer damage in connection with the performance of the agreement, which damage is attributable to the Client.
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Article 5 - Compensation and security
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The Contractor is entitled to charge an agreed hourly or daily rate for the execution of the order, or - in the absence thereof - a reasonable fee, plus VAT.
The fee is based on pricing factors prevailing at the time of the offer. -
Costs incurred by the Contractor on behalf of the Client - such as:
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travel and accommodation expenses,
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courier charges,
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The services are generally invoiced to the Client on a monthly basis, unless otherwise agreed in writing.
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If one or more cost price factors change after the order is awarded - even in foreseeable circumstances - Contractor shall be entitled to adjust the agreed rate.
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The Principal shall also owe expenses incurred in the execution of the order. The Contractor is entitled to charge these expenses on an interim basis.
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The contractor reserves the right to require security during the execution of the order, for example in the form of a percentage of the order amount at:
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commencement;
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delivery;
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and acceptance of the assignment.
These amounts will be offset against the final invoice if applicable.
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Contractor is entitled to change its rates annually per January 1 review.
Article 6 - Payment
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Contractor's invoices must be submitted within 30 days after invoice date to be paid by the Client.
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If this period is exceeded, the Client shall be in default by operation of law and shall owe statutory interest on the outstanding amount.
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In case of default, the Client shall also owe extrajudicial collection costs, at least 15% of the outstanding balance.
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In addition, without notice of default, the Client shall owe default interest of 2% per month due, calculated cumulatively.
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For reminders and other actions after exceeding the payment deadline, a €20 administrative fee will be charged.
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Any judicial or execution costs shall also be borne by the Client.
Article 7 - Data, confidentiality and inspection
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The files created by the Contractor as part of the order will be maintained for a period of 10 years retained after completion of the assignment.
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Both parties undertake to maintain the confidentiality of all information of a confidential nature that they mutually obtain in the context of the assignment, both during and after the term of the agreement.
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The Client shall be entitled to request inspection of the file at any time - subject to reimbursement of reasonable expenses:
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Contractor is under no obligation to disclose sources of information;
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and confidential sources remain protected.
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Article 8 - Applicable law
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The legal relationship between Contractor and Client is exclusively Dutch law applicable.
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For disputes, only the court in the District of Arnhem authorized, unless otherwise agreed in writing.
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