we adhere to this
I GENERAL PROVISIONS
1.1 These general terms and conditions apply to all offers from Dr. Bill Consultancy and all agreements entered into by Dr. Bill Consultancy will be concluded with the other party. In these terms and conditions, Dr. Bill Consultancy hereinafter referred to as: “contractor”. The other party is hereinafter referred to as: “client”.
1.2 These general terms and conditions consist of general provisions and the following special provisions:
II Conditions for consultancy and projects
III Conditions for ICT services
IV Conditions for assignments related to marketing and communication
V Conditions for training, workshops and assessments
1.3 In the event of a conflict between a provision of these general provisions and any special provision, the special provision will prevail. In the event of a conflict between a provision of these general terms and conditions and any provision of a specific agreement concluded between the parties, the more specific provision included in the agreement concerned will prevail.
1.4 Deviations from these general terms and conditions are only valid insofar as agreed in writing between the client and the contractor.
1.5 The general terms and conditions of the client are excluded, unless explicitly accepted in writing by the contractor.
2. Conclusion of agreements
2.1 Agreements between the client and the contractor are concluded when the client accepts an offer made by the contractor or an offer made in another way.
2.2 However, the client cannot derive any rights from an agreement with the contractor before it has signed a written agreement with the contractor.
2.3 Unless stated otherwise in the quotation, quotations from the contractor are always valid for 14 days after their date.
2.4 The provisions of paragraph 2 of this article do not affect any claims of the contractor for compensation due to the termination of negotiations by the client.
3. Execution of the agreement
3.1 The Contractor will make every effort to carry out the assignment as carefully and independently as possible, all this insofar as possible and with due observance of the provisions of the following paragraphs of this article.
3.2 An order is understood to mean the activities to be performed or services to be provided or goods to be delivered by the contractor on the basis of the agreement.
3.3 The client will provide the contractor, whether or not at the request of the contractor, in connection with the execution of the assignment, with all necessary data and documents.
3.4 The Client guarantees the correctness, completeness and reliability of all data and documents made available to the Contractor. This also applies if these data and documents originate from third parties. The contractor does not accept any liability with regard to the correctness, completeness and reliability of this information.
3.5 The Client is obliged to immediately inform the Contractor with regard to facts and circumstances that may be important for the performance of the agreement.
4. Deadlines for performance
4.1 Agreed terms for the provision of services, as well as for the delivery of goods and goods or the installation thereof, are never strict. If the contractor does not perform the relevant services, deliver or install products or installs within the agreed term, it is not already in default by that fact. There is a default if the client has given the contractor notice of default by registered letter with due observance of a period of at least 14 days.
5. Involvement of third parties
5.1 If it is necessary to engage third parties in the performance of the work by the contractor, who are not explicitly included in the agreement in advance, the contractor will, insofar as reasonably possible, hold prior consultations with the client.
5.2 The client is obliged to reimburse the costs of these third parties. As far as possible, the contractor will ensure that the invoices of these third parties are sent directly to the client.
5.3 Contractor is in no way liable for any shortcoming of these third parties.
6.1 The contractor will charge the client a rate based on an hourly wage or a fixed amount for the services to be performed or the goods to be delivered. This will be recorded in writing. However, the Contractor is entitled to adjust its rates after written notice to the Client. In addition to the agreed rate, the costs incurred by the contractor for the performance of the assignment are also eligible for compensation.
6.2 Unless otherwise agreed, the applicable rates of the contractor are always exclusive of turnover tax (VAT).
6.3 The Contractor is always entitled to adjust the term within which and the length of the period for which it charges its work. Furthermore, the contractor is entitled to charge an advance payment to the client. This advance serves as a deposit for further settlement against what is ultimately owed by the client to the contractor. If the scope of the activities of the contractor gives cause to do so, the contractor is entitled to charge an additional advance payment to the client.
6.4 Hours or days on which no work can be performed as a result of causes that lie in the organization of the client or can otherwise be attributed to the client, will be charged to the client as if they were worked hours.
6.5 The rate is based on a working day from 8:00 am to 6:00 pm for work performed within the Netherlands. The rate for work that falls outside the aforementioned hours on behalf of the client and / or that is performed outside the Netherlands will be charged with a surcharge agreed in advance in writing.
6.6 If the contractor is forced to perform more or other work due to the late delivery or failure to supply complete, reliable and clear data or materials or due to an amended or incorrect order, these activities will be charged separately, on the basis of further agreed rates or on the basis of the usual rates applied by the contractor.
6.7 If the rates are made dependent in any way on facts or circumstances that must be apparent from the client's records, the contractor has the right, after a statement from the client, to have the client's records checked by a chartered accountant. If this investigation shows that the statement of the client does not correspond to the actual course of events, the costs of this check will be borne by the client, without the contractor losing any rights.
Consultancy, research & assessment:
7.1 Payment by the client must always be made within 14 days after the invoice date.
7.2 Any possibility for the client to set off invoice amounts owed to the contractor with claims it believes it has against the contractor is excluded by the parties. Likewise, the right of the client to suspend payment of any amount it owes the contractor is excluded.
7.3 In the event of late payment, the client owes the contractor a contractual interest of 1% per month or part of a month on all overdue amounts, with a minimum of EUR 250 (two hundred and fifty euros).
7.4 If the client remains in default of any payment despite repeated reminders and the contractor for that reason has to hand over the claim for collection, the client will owe extrajudicial collection costs equal to 15% of the overdue amounts.
7.5 If the client makes any payment to the contractor after it is in default, this will first be deducted from any extrajudicial collection costs due, furthermore from the contractual interest owed to the client and finally from the principal sum owed.
7.6 If the client is in default for more than 1 month with the payment of outstanding invoices, the contractor is entitled to suspend all activities that it or its affiliated operating companies perform for the benefit of the client.
Masterclasses, trainingen & Summer Academy
7.7 Betaling vindt plaats door middel van het voldoen van de toegezonden factuur.
7.8 De klant dient de volledige kosten van een Masterclass, training & Summer Academy voorafgaand aan de eerste bijeenkomst aan Dr. Bill Consultancy te hebben voldaan, maar uiterlijk op de vervaldatum zoals op de betreffende
factuur is vermeld.
7.9 Dr. Bill Consultancy streeft ernaar de factuur drie weken voor aanvang van de Masterclass, training of Summer Academy aan de klant te verzenden.
7.10 Dr. Bill Consultancy hanteert een betalingstermijn van 14 dagen.
7.11 Indien de klant het verschuldigde bedrag niet binnen de gestelde termijn volledig heeft betaald, stuurt Dr. Bill Consultancy een betalingsherinnering waarin de mogelijkheid wordt geboden om alsnog binnen 14 dagen na ontvangst van die
herinnering te betalen. Indien de klant niet binnen die termijn het verschuldigde bedrag volledig heeft betaald, is de klant zonder nadere ingebrekestelling in verzuim.
7.12 Indien een klant niet binnen de gestelde termijn betaalt, komen extra invorderingskosten, voor rekening van de klant. Deze kosten bedragen ten minste 10% van het verschuldigde bedrag, met een minimum van EUR 115,-.
8.1 Complaints with regard to the work performed by the contractor and / or the invoice amount must be made known to the contractor in writing within 30 days after the work performed, after the date of dispatch of the invoice, documents or information about which the client complains, or within 30 days. after the discovery of the defect if the client demonstrates that it could not reasonably have discovered the defect earlier.
8.2 Complaints as referred to in the first paragraph do not suspend the client's payment obligation.
8.3 In the event of a justified complaint (such in the opinion of the contractor), the contractor has the choice between adjusting the invoices charged, correcting or re-performing the rejected work free of charge or not carrying out (anymore) in full or in part. the assignment against a refund in proportion to the invoices already paid.
9. Retention of title
9.1 The Contractor reserves the ownership of all items it supplies to the latter within the framework of an agreement with the Client, until the Client has fully complied with all its financial obligations towards the Contractor under the relevant agreement and from previous and subsequent agreements with the Contractor. . Likewise, the contractor remains entitled with regard to all intangible goods that it is required to transfer to the client under any agreement, as long as the client has not fulfilled all its obligations under the relevant agreement and previous and subsequent agreements with the contractor.
9.2 If the contractor is required to transfer copyrights or other intellectual property rights to the client under any agreement with the client, these rights remain reserved to the contractor until the client has fulfilled all obligations under the agreement and from previous and later agreements with the contractor.
9.3 The Client is obliged, if at any time it fails towards the Contractor in the fulfillment of any obligation under any agreement with the Client, to make all items and immaterial goods subject to the Contractor's retention of title available to the Contractor. The client authorizes the contractor now for then to enter the business premises and sites of the client in order to remove (or cause to be removed) goods and intangible goods that are subject to retention of title by the contractor.
10 Intellectual Property Rights and Other Proprietary Rights
10.1 Unless otherwise agreed, all intellectual property rights arising from the assignment - including patent right, trademark right, drawing or design right, copyright and portrait right - belong to the contractor. If such a right can only be obtained through a deposit or registration, the contractor is exclusively authorized to do so.
10.2 Unless otherwise agreed, the assignment does not include research into the existence of patent law, trademark law, drawing or design right, copyright and portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the client.
10.3 Unless the work does not lend itself to it, the contractor is at all times entitled to state or remove its name on or near the work and the client is not permitted to publish the work without prior permission without stating the name of the contractor to make or reproduce.
10.4 Unless otherwise agreed, anything that has been created by the contractor in the context of the assignment (such as the ideas, documents, models, prototypes and designs) remains the property of the contractor, regardless of whether they belong to the client or third parties. have been handed over.
10.5 At the request of the contractor, the client grants the contractor a right of pledge on all matters that are / have been placed under the control of the client in the context of the fulfillment of the agreement with the contractor, such as additional security for all that the client in any capacity and may be owed to the contractor for whatever reason, including non-due and payable debts.
11 Liability / Indemnity
11.1 The total liability of the contractor due to an attributable shortcoming in the performance of the agreement is limited to compensation for direct damage up to a maximum of the amount of the price stipulated for that agreement (excluding VAT). If the agreement is mainly a continuing performance agreement with a term of more than one year, the price stipulated for the agreement is set at the total of the fees (excluding VAT) stipulated for one year. Under no circumstances will the total compensation for direct damage amount to more than EUR 500,000 (five hundred thousand euros). Direct damage is exclusively understood to mean:
a.reasonable costs that the client would have to incur to have the performance of the contractor comply with the agreement; however, this replacement damage will not be compensated if the agreement is dissolved by or at the request of the client.
b. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these terms and conditions;
c. reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have resulted in limitation of direct damage within the meaning of these terms and conditions.
11.2 Liability of the contractor for indirect damage, consequential damage, lost profit, lost savings, reduced goodwill, damage due to business interruption, damage as a result of claims from customers of the customer, mutilation or loss of data, damage related to the use of the contractor by the customer prescribed goods, materials or software of third parties, damage related to the engagement of third parties prescribed by the client to the contractor and all other forms of damage than referred to in articles 11.1 and 11.2, for whatever reason, are excluded.
11.3 The restrictions referred to in Articles 11.1 and 11.2 will lapse if and insofar as the damage is the result of intent or gross negligence on the part of the Contractor.
11.4 The liability of the contractor on account of an attributable shortcoming in the performance of an agreement arises in all cases only if the client gives the contractor immediate and proper written notice of default, whereby a reasonable period is set for remedying the shortcoming, and the contractor is attributable to the continues to fail in the performance of its obligations. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that the contractor is able to respond adequately.
11.5 A condition for the existence of any right to compensation is always that the client reports the damage to the contractor in writing as soon as possible after it has arisen. Any claim for compensation against the contractor expires by the mere lapse of 12 months after the claim arose.
11.6 The Client indemnifies the Contractor against all claims from third parties in connection with (the performance of) any agreement that the parties have concluded with each other.
11.7 The provisions of this article also apply to the benefit of all (legal) persons employed by the contractor to execute the agreement.
12 Cancellation and Termination
12.1 The Contractor is entitled to terminate the agreement with the Client with immediate effect if the Client is bankrupt, the Client has been granted a moratorium or if the Client has discontinued its business. The Contractor will never be obliged to pay any compensation on account of this cancellation.
12.2 As a result of the cancellation, the contractor's claim against the client becomes immediately due and payable. The Client is furthermore liable for the damage suffered by the Contractor, consisting, among other things, of lost turnover over the remaining term of the agreement.
12.3 If the client wishes to terminate the agreement prematurely while this has not been agreed or if the client requires the contractor to suspend its services, due to factors that are not related to the nature of the contractor's performance, the client will owe the contractor a fee which may include from compensation for the contractor's lost turnover over the remaining term of the agreement. The Contractor also reserves the right in this case to claim compensation for the damage it actually suffered.
13 Force majeure
13.1 Without prejudice to article 6:75 of the Dutch Civil Code, force majeure will be any circumstance that prevents the fulfillment of the obligation and that cannot reasonably be attributed to the contractor.
13.2 The Contractor who expects that it will fail to fulfill its obligations due to force majeure will immediately report this expectation to the Client in writing.
13.3 If the contractor is prevented from fulfilling the agreement due to force majeure, it can suspend or dissolve the agreement without any obligation to pay compensation and without prejudice to its other rights accruing to it.
13.4 If the contractor has already partially fulfilled its obligations on the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to separately invoice the already executed or executable part and the client is obliged to pay this invoice as if it concerned a separate contract.
14.1 The parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of the agreement. Information is considered confidential if the confidentiality has been stated by the other party or if this arises from the nature of the information. This obligation applies both during the term of the agreement and after its termination.
14.2 The party who receives confidential information will only use it for the purpose for which it was provided.
14.3 Upon termination of an assignment, the parties are obliged to return all information obtained under that assignment, including written documents, database files and business resources, to the original owner without delay.
15 Takeover of personnel
15.1 During the term of the agreement and for a period of one year after the end of the agreement, the client undertakes not to maintain any direct or indirect employment or service relationship with employees of the contractor or with the contractor in the context of the present contracted third parties, then after prior written permission from the contractor and after payment of a fee to be agreed upon.
16 Penalty provision
16.1 In the event of violation of Articles 14 and 15, the Client will owe the Contractor an immediately payable fine of EUR 5,000 (five thousand euros) per day and, if applicable, per employee that the violation continues.
17 Applicable law and competent court
17.1 All agreements between the client and the contractor are always subject to Dutch law. Disputes arising from or in connection with the assignment / agreement to which these general terms and conditions apply, as well as disputes regarding these general terms and conditions, will exclusively be brought before the competent court in Utrecht.
18 Other provisions
18.1 The client is not permitted to transfer any right from an agreement concluded with the contractor to third parties, other than in the case of transfer of his entire company.
II CONDITIONS FOR CONSULTANCY AND PROJECTS
The provisions stated in this chapter “Conditions for consultancy and projects” apply in addition to the general provisions of these general terms and conditions (I) if the contractor provides services in the form of consultancy and / or projects.
In case of conflict with any provision of the general provisions, the special provision of these terms and conditions will prevail.
1.1 The contractor is under a best efforts obligation to perform the agreed work to the best of its knowledge and ability with the help of competent employees, but it is not under an obligation of result, unless expressly agreed in writing.
1.2 If these special provisions contain clauses for employees of the contractor, these will also apply to third parties engaged by the contractor. The Contractor reserves the right, if it deems this necessary and under its responsibility, to have all or parts of the assignment carried out by third parties. Article 5 of the General Provisions (I) applies mutatis mutandis.
1.3 If the services are contractually to take place in phases, the contractor may postpone the start of the services belonging to a subsequent phase until the client has approved the results of the previous phase in writing.
1.4 The contractor will inform the client as soon as possible if a change or supplement to the agreement to be agreed upon between the parties will affect the time of completion of the services. If a fixed price has been contractually agreed for the service, the contractor will inform the client in advance if the change or supplement to the contractual arrangement to be agreed upon will result in the agreed price being exceeded.
2.1 The contractor selects the employee on the basis of the employee's known qualities and expertise on the one hand and on the other hand on the basis of the information provided by the client to the contractor regarding the work to be assigned.
2.2 If the employee does not meet the expectations of the client, the client is obliged to inform the contractor of this within 5 working days after commencement of the work, stating justified reasons. After this period, the contractor is no longer liable in the event that the employee does not meet the expectations of the client.
2.3 If the client has selected the employee, the contractor is not liable in the event that the employee does not meet the expectations of the client.
3.1 The employee named in the agreement will perform the work for the client personally. Unless otherwise agreed, the contractor is entitled to replace a replaceable employee by another equivalent employee.
3.2 If during the performance of the work it appears that a more highly qualified employee is required for a correct performance, the contractor has the right, after consultation with the client, to deploy a more highly qualified employee at the rate applicable to this position.
4. Good commissioning
4.1 The Client will behave towards the employee in the same careful manner as it is obliged to do towards its own employees.
4.2 The client can only deploy the employee in deviation from the provisions of the assignment and these general terms and conditions if the contractor has explicitly agreed to this in advance in writing. Conditions may be attached to the consent.
4.3 The client is not permitted to deploy the employee outside the Netherlands without the contractor having explicitly agreed to this in writing in advance. In order to obtain this permission, the client must in any case provide the contractor with a statement of the country, location and nature of the work and the estimated duration of the stay abroad.
4.4 If the employee carries out work at the principal's office or at another location to be determined in consultation, the principal shall enable the employee to perform his work properly by providing the employee with adequate space and facilities free of charge, all this. in accordance with the legislation on working conditions.
5. Composition of the project team and cooperation of the client
5.1 The Contractor has the right, after consultation with the Client, to change the composition of the project team if it believes this is necessary or desirable for the performance of the assignment. The change must not diminish the expertise of the project team or adversely affect the continuity of the execution of the assignment.
5.2 If the client requires a change of the project team for valid reasons, when it believes this is necessary in the interest of the proper execution of the assignment, the contractor will comply with this, without prejudice to the provisions of Article 6.2.
5.3 Changes in the composition of the project team at the request of the contractor may not lead to the agreed amount or estimated maximum that has been set for the assignment being exceeded.
5.4 The client is obliged to appoint a representative who will maintain contact with the representative appointed by the contractor for the proper performance of the work.
5.5 The client will cooperate fully with the execution of the agreement both at the start of the work and during its progress and at no cost to the contractor. The client will always provide the contractor in a timely manner with all data and information it deems useful and necessary and make it available to the contractor in order to enable the contractor to perform the work properly.
5.6 The Client is responsible for the use and correct application in its organization of the services to be provided by the Contractor as well as for the aids to be used, of whatever nature, as well as for their security.
5.7 If the client makes (contractual) equipment, materials or data available on information carriers, these will meet the specifications necessary for the work. In the event that the contractor cannot, not on time or not in accordance with the agreements, have access to the intended equipment, material and data required for the work in its opinion, or if the client does not fulfill its obligations in some other way, this may lead the agreement, whereby the provisions of article 6.4 of the general provisions (I) will apply.
6. Obstacles to the execution of the assignment
6.1 If during the execution of the assignment it appears that circumstances impede or threaten to impede proper execution or if one of the parties has reasonable doubts about the reasonably expected qualitative result within the agreed fee and lead time, this party is obliged to notify the other party of this. without delay in writing.
6.2 If the provisions of article 6.1 apply, consultation will take place between the client and the contractor. If the outcome of the consultation involves changes to the original agreement, these must be confirmed in writing by both parties.
7. Follow-up order
7.1 If a follow-up assignment arises from the agreement, the client will provide this to the contractor on terms and conditions and fees to be agreed at that time, unless expressly agreed otherwise in writing.
8. Working time and overtime
8.1 The working hours / working days of the employees to be deployed by the contractor will be determined in mutual consultation between the contractor and the client, whereby the contractor will, as far as possible, focus on the arrangements made at the client.
8.2 Unless otherwise agreed in writing, the rate is based on workable hours per day. The days that the employee is present or at least works at or on behalf of the client will be charged per hour.
8.3 Hours or days on which the employee is unable to carry out work as a result of causes that lie in the organization of the client or can otherwise be attributed to the client, will be charged to the client as if they were worked hours.
8.4 All costs related to overtime and additional work by an employee are for the account of the client. There is overtime if work is performed in excess of the number of hours set by agreement. If the number of hours has not been agreed, this constitutes overtime if work is performed in excess of the usual working hours per day, per week or per month in the relevant sector.
8.5 For overtime and work on Saturdays, Sundays and public holidays, the Contractor will owe a surcharge on top of the agreed rate. The surcharges are charged by the contractor on the basis of the scheme as applicable at the client, or on the basis of a rate agreed between the parties.
8.6 The Client indemnifies the Contractor against violation of the regulations applicable to the working time at the Client's location.
9. Vacation and leave
9.1 During this agreement, the employee is entitled to vacation and leave hours. Vacation and leave hours are taken in mutual consultation between the employee and the client, as much as possible in accordance with the arrangement that is customary at the client. Holiday and leave hours are registered by and with the contractor.
10. Force majeure
10.1 Without prejudice to Article 6:75 of the Dutch Civil Code, force majeure will be any circumstance that prevents the fulfillment of the obligation and that cannot reasonably be attributed to the contractor. Circumstances that can cause force majeure include a conflict of interest, incapacity for work or the death of an employee who has proved irreplaceable and a general lack of items or services required to achieve the agreed performance.
10.2 The Contractor who expects that it will fail to perform due to force majeure will immediately report this expectation to the Client in writing.
10.3 If the contractor is prevented from fulfilling the agreement due to force majeure, it can suspend or dissolve the agreement without any obligation to pay compensation and without prejudice to its other rights accruing to it.
10.4 If the contractor has already partially fulfilled its obligations on the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice separately for the already executed or executable part and the client is obliged to pay this invoice as if it concerned a separate contract.
10.5 In the event that the employee is unable to attend due to illness, accident or otherwise, the contractor will immediately inform the client of this. Insofar as the nature of the work to be performed permits, the contractor will arrange for the employee to be replaced within a reasonable period of time.