TERMS AND CONDITIONS
Article 1 – Definitions
Sandra Adrienne Bucher, established in The Hague, Chamber of Commerce number 61706043, is recorded in these general terms and conditions as laid down. The other party of execution is in these general terms and conditions as the client. The parties are jointly owned and the client. The agreement refers to the agreement between the parties.
Article 2 – Applicability of general terms and conditions
These terms and conditions apply to all quotations, offers, activities, agreements and deliveries of services of goods by declaration. Deviation from these terms and conditions can only be done if the parties have expressly signed them in writing. The agreement for the performance of best efforts obligations, not obligations of results.
Article 3 – Payment
Invoices must be paid within 14 days of the invoice date, if not processed other agreements have been made in the declaration of a payment term.
Payments are made without any appeal to suspension or payment by transfer of the amount owed to the incorporation number. If the client does not pay an invoice within the term, he will be in default by operation of law, without the need for a mandatory reminder. From that moment on, the obligations have been fulfilled. If the client remains in default, it will proceed to collection. The costs related to that collection shall be borne by the client. If the client is in default, in addition to the principal sum, he also owes administration costs and other damage to debt. The costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs. In the context of a liquidation and bankruptcy of the client, of a security for payment of the client, the applicable to the immediate due and payable. If the client refuses to cooperate with the execution of the assignment through cooperation, he is obliged to pay the agreed price.
Article 4 – Offers and quotations
The offers of the service provider are valid for an indefinite period, unless a different term of acceptance is stated in the offer. If the offer is not accepted within that term, the offer will lapse. Delivery times in quotations are indicative and if they are exceeded, they do not entitle the client to dissolution or compensation, unless the parties have expressly agreed otherwise in writing.
Offers and quotations do not automatically apply to repeat orders. The parties must agree to this expressly and in writing.
Article 5 – Prices
The prices stated on offers, quotations and invoices from the service provider are exclusive of VAT and any other government levies, unless explicitly stated otherwise. The prices of services are based on the rates known at that time. Increases thereof, which could not have been foreseen by the service provider at the time of making the offer or the conclusion of the agreement, may give rise to price increases. With regard to the service, the parties can agree on a fixed price when the agreement is concluded. If no fixed price has been agreed, the rate with regard to the service can be determined on the basis of the hours actually spent. The rate is calculated according to the usual hourly rates of the service provider, applicable for the period in which he performs the work, unless a different hourly rate has been agreed. If no rate has been agreed on the basis of the hours actually spent, a target price will be agreed for the service.
Article 6 – Price indexation
The prices and hourly wages agreed upon upon entering into the agreement are based on the price level applied at that time. The service provider has the right to adjust the fees to be charged to the client annually as of 1 July. Adjusted prices, rates and hourly wages will be communicated to the client as soon as possible.
Article 7 – Provision of information by the client
The Client makes all information relevant to the execution of the assignment available to the service provider. The client is obliged to make available all data and documents that the service provider believes it needs for the correct execution of the assignment, in a timely manner and in the desired form and manner. The Client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if they originate from third parties, insofar as the nature of the assignment does not dictate otherwise. The client indemnifies the service provider against any damage in whatever form resulting from failure to comply with the provisions of the first paragraph of this article. If and insofar as the client requests this, the service provider will return the relevant documents. If the client does not make available the data and documents required by the service provider, or does not timely or properly, and the execution of the assignment is delayed as a result, the resulting damage, extra costs and extra fees will be for the account of the client.
Article 8 – Withdrawal of assignment
The client is free to terminate the assignment to the service provider according to agreement. When the client withdraws the assignment, the client is obliged to pay the wages owed and the expenses incurred by the service provider in accordance with the agreement.
Article 9 – Performance of the agreement
The Service Provider will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
The execution takes place in mutual consultation and after written agreement and payment of any agreed advance. It is the responsibility of the client that the service provider can start the assignment on time.
Article 10 – Contract duration of the assignment
The agreement between the client and service provider is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing. If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the client must give the service provider written notice of default.
Article 11 – Amendment of the agreement
If during the execution of the agreement it appears that it is necessary for the proper execution of the assignment to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. The service provider will inform the client of this as soon as possible.
If the amendment or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client of this in writing as soon as possible. If the parties have agreed on a fixed fee, the service provider will indicate to what extent the amendment or supplement to the agreement will result in this fee being exceeded.
Article 12 – Force majeure
In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the service provider in the fulfillment of any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the will of the service provider, as a result of which the fulfillment of its obligations towards the client is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected from the service provider. These circumstances also include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work stoppages. If a situation as referred to above arises as a result of which the service provider cannot fulfill its obligations towards the client, those obligations will be suspended as long as the service provider cannot meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part. In the case as referred to in the second paragraph of this article, the service provider is not obliged to pay compensation for any damage, not even if the service provider enjoys any advantage as a result of the force majeure situation.
Article 13 – Settlement
The Client waives its right to set off a debt owed to the service provider against a claim against the service provider.
Article 14 – Suspension
The Client waives the right to suspend the fulfillment of any obligation arising from this agreement.
Article 15 – Transfer of rights
Any party’s rights under this Agreement may not be transferred without the other party’s prior written consent. This provision applies as a stipulation with effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code.
Article 16 – Forfeiture of the claim
Any right to compensation for damage caused by the service provider expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Civil Code.
Article 17- Warranty
The parties have entered into an agreement with a service-providing nature, which for Sandra Adrienne Bucher only contains a best efforts obligation, and therefore no obligation to achieve a result.
Article 18 – Insurance
The client undertakes to adequately insure and keep insured items delivered that are necessary for the execution of the underlying agreement, as well as items from the service provider present at the client’s premises and items that are subject to retention of title, including against fire, explosion and water damage as well as theft. The client shall make the policy of these insurances available for inspection on first request.
Article 19 – Liability for damage
The service provider is not liable for damage arising from this agreement, unless the service provider has caused the damage intentionally or with gross negligence. In the event that the service provider owes compensation to the client, the damage will not exceed the fee.
Any liability for damage arising from or in connection with the execution of an agreement is always limited to the amount that is paid out in the relevant case by the (professional) liability insurance(s) taken out. This amount is increased by the amount of the deductible according to the relevant policy.
The limitation of liability also applies if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of the equipment, software, data files, registers or other items used by the service provider in the performance of the assignment.
Article 20 – Liability client
If an assignment is given by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment. If an assignment is given directly or indirectly by a natural person on behalf of a legal person, this natural person can also be a private client. This requires that this natural person can be regarded as the (co-)policymaker of the legal person. In the event of non-payment by the legal person, the natural person is therefore personally liable for the payment of the invoice, irrespective of whether it has been made, whether or not at the request of the client, in the name of a legal person or in the name of the client as a natural person or both of them.
Article 21 – Indemnification
The client indemnifies the service provider against all claims from third parties that are related to the goods and/or services supplied by the service provider.
Article 22 – Complaint obligation
The client is obliged to immediately report complaints about the work performed to the service provider in writing, stating that “the service provider is in default”. The complaint contains a description of the shortcoming that is as detailed as possible, so that the service provider is able to respond adequately.
A complaint can in any case not lead to the service provider being obliged to perform other work than has been agreed.
Article 23 – Retention of title, right of suspension and right of retention
The goods present at the client and the goods and parts delivered remain the property of the service provider until the client has paid the entire agreed price. Until that time, the service provider can invoke its retention of title and take back the goods. If the agreed amounts to be paid in advance are not paid or are not paid on time, the service provider has the right to suspend the work until the agreed part has been paid. Then there is creditor default. In that case, a late delivery cannot be invoked against the service provider. The Service Provider is not authorized to pledge or in any other way encumber the items falling under its retention of title. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. In that case, the item will not be delivered until the client has paid in full and in accordance with the agreement. In the event of liquidation, insolvency or suspension of payment of the client, the obligations of the client are immediately due and payable.
Article 24 – Intellectual property
Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, etc. The said intellectual absolute rights may not be copied, shown to third parties and/or made available or used in any other way without written permission from the service provider. The client undertakes to maintain confidentiality with regard to the confidential information made available to it by the service provider. Confidential information is in any case understood to mean that to which this article relates, as well as company data. The Client undertakes to impose a written confidentiality obligation on its personnel and/or third parties who are involved in the implementation of this agreement.
Article 25 – Confidentiality
Each party will keep the information it receives (in whatever form) from the other party and all other information about the other party that it knows or can reasonably suspect to be secret or confidential, or information that it can expect to be its dissemination could cause harm to the other party, and takes all necessary measures to ensure that its personnel also keep the said information confidential. The duty of confidentiality referred to in the first paragraph of this article does not apply to information: which was already publicly available at the time the recipient received this information or has subsequently become public without a breach by the receiving party of its duty of confidentiality; of which the receiving party can prove that this information was already in its possession at the time of disclosure by the other party; which the receiving party has received from a third party whereby this third party was entitled to provide this information to the receiving party disclosed by the receiving party pursuant to a legal obligation. The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.
Article 26 – Fine for breach of confidentiality obligation
1. If the client violates the article of these general terms and conditions,
secrecy, the client forfeits to the service provider a immediately due and payable fine of € 5000 for each violation and in addition an amount of € 500 for each day that violation continues. This is regardless of whether the violation can be attributed to the client. In addition, for the forfeit this fine no prior notice of default or judicial procedure required. There is also no need for any kind of damage.
2. Forfeiture of the fine referred to in paragraph 1 of this article shall not affect
to the other rights of the service provider, including his right to in addition to the fine to claim compensation.
Article 27 – Non-takeover of personnel
The Client does not hire employees of the service provider (or of companies to which service provider has relied on the execution of this agreement and who
those involved are (or have been) employed during the execution of the agreement. He also lets them not otherwise directly or indirectly work for themselves. This prohibition applies during the term of the agreement until one year after its termination. There is one exception to this prohibition:
Parties can make other arrangements in good business consultation with each other. These appointments apply insofar as they are laid down in writing.
Article 28 – Amendment of general terms and conditions
1. The service provider is entitled to change or supplement these general terms and conditions. Major substantive changes will be made by the service provider as much as possible in advance with the customer discuss.
2. Changes of minor importance can be made at any time.
Article 29 – Applicable law and competent court
1. Any agreement between the parties is exclusively governed by Dutch law
2. The Dutch court in the district where Sandra Adrienne Bucher is established/practice/holds an office is exclusively authorized to take cognizance of any disputes between the parties, unless the law prescribes otherwise.