General conditions of cooperation
Article 1. Definitions
The capitalized definitions have the following meanings in the context of these general terms and conditions:
- Administration Office: Administration Office Lakotta B.V.;
- Documents: All information or data made available by the Client to the Contractor, whether or not contained on (non) material carriers, including but not limited to: paper, CD-ROMs, hard disks, e-mail and digital environments, whether or not not housed with third parties, as well as all data produced or collected by the Contractor in the context of the execution of the Assignment / Agreement, whether or not contained on (non) material carriers, including but not limited to: paper, CD-ROMs, hard disks, e-mail and digital environments, whether or not housed with third parties, as well as all other information of any relevance for the execution or completion of the Assignment, whether or not contained on (non) material carriers;
- Assignment / Agreement: The assignment agreement, whereby the Contractor undertakes towards the Client to perform certain Activities;
- Client: The natural or legal person who has given the Contractor the order to perform Work;
- Contractor: The Administration Office that has accepted the Assignment. All Assignments are exclusively accepted and performed by the Administration Office, not by or on behalf of an individual Employee, regardless of whether the Client has explicitly or tacitly granted the Assignment with a view to its implementation by a certain Employee or certain Employees. Articles 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code are explicitly excluded;
- Employee: A natural person working for or affiliated with the Contractor, whether or not on the basis of an employment contract;
- Activities: All activities to be performed by the Contractor on behalf of the Client that have been commissioned and that have been accepted by the Contractor, as well as all activities ensuing therefrom for the Contractor.
Article 2. Applicability
- These general terms and conditions apply to: all offers, quotations, assignments, legal relationships and agreements, by whatever name, whereby the Contractor undertakes / will undertake to perform Work for the Client, as well as all Work ensuing therefrom for the Contractor.
- Deviations from, and additions to, these general terms and conditions are only valid if they have been expressly agreed in writing in, for example, a (written) agreement or order confirmation.
- In the event that these general terms and conditions and the order confirmation contain mutually conflicting conditions, the conditions included in the order confirmation shall apply.
- The applicability of the general terms and conditions of the Client is expressly rejected by the Contractor.
- The underlying Assignment / Agreement - together with these general terms and conditions - reflect the complete agreements between the Client and the Contractor with regard to the Activities for which the Agreement has been concluded. All previous agreements or proposals made in this regard between the parties will lapse.
Article 3. Client information
- The Client is obliged to make available to the Contractor all Documents which the Contractor deems necessary for the proper execution of the Assignment granted, (a) in the desired form, (b) in the desired manner and (c) . The contractor determines what is to be understood by the desired form, desired manner and on time.
- The Client guarantees the correctness and reliability of the Documents provided by it, even if these originate from third parties, unless the nature of the Assignment dictates otherwise.
- The Contractor has the right to suspend the execution of the Assignment until the Client has fulfilled the obligations referred to in the first and second paragraphs.
- The Client indemnifies the Contractor against damage resulting from incorrect or incomplete Documents.
- At the expense and risk of the Client, the extra costs and extra hours incurred by the Contractor, as well as other damage to the Contractor, due to the Client's failure to provide, on time or properly provide Documents necessary for the performance of the Work.
- At the Client's first request, the Contractor will return the original Documents provided by the Client to the Client.
Article 4. Execution of the assignment
- The Contractor carries out the Assignment to the best of its ability and with due observance of the applicable statutory regulations.
- The Contractor determines the manner in which the Assignment is performed and by which Employee (s).
- The Contractor has the right to have Work performed by a third party to be designated by the Contractor.
Article 5. Regulations
- The Client will fully and fully cooperate with the obligations that arise for the Contractor from the applicable regulations.
- The Client is aware that the Contractor - including, but not limited to -:
- may be obliged under applicable laws and regulations to report certain transactions described in those laws and regulations and that become known during the execution of its Activities, to the authorities set up by the government for this purpose;
- will be required to report fraud in certain situations on the basis of applicable laws and regulations;
- may be required under applicable laws and regulations to conduct an investigation into the (identity of) the Client or the client.
- The Contractor excludes any liability for damage that arises at the Client as a result of the Contractor's compliance with the applicable legislation and (professional) regulations.
Article 6. Intellectual property
- The performance of the Assignment by the Contractor does not imply the transfer of intellectual property rights vested in the Contractor. All intellectual property rights that arise during, or ensue from, the execution of the Assignment belong to the Contractor.
- The Client is expressly forbidden to include the products that contain the intellectual property rights of the Contractor, or products that have intellectual property rights with regard to the use of which the Contractor has acquired usage rights - including in this case in any case, but not exclusively,: multiply, disclose or exploit computer programs, system designs, working methods, advice, (model) contracts, templates, macros and other mental products.
- The Client is not permitted to make the products referred to in the second paragraph available to third parties without the Contractor's prior written permission, other than to obtain an expert opinion regarding the performance of the Work by the Contractor. In that case, the client will impose its obligations under this article on third parties engaged by it.
Article 7. Force majeure
- If the parties cannot, not timely or properly fulfill the obligations under the agreement as a result of force majeure within the meaning of art. 6:75 BW then those obligations are suspended until the parties are still able to fulfill them in the agreed manner.
- If the situation as referred to in the first paragraph occurs, the parties have the right to terminate the agreement in whole or in part and with immediate effect in writing, without this being entitled to any compensation.
Article 8. Fee
- The work performed by the Contractor will be charged to the Client on the basis of time spent and costs incurred.
- In addition to the fee, the expenses incurred by the Contractor and the invoices from third parties engaged by the Contractor will be charged to the Client.
- The Contractor has the right to request an advance from the Client.
- If fees or prices change after the Agreement has been concluded, but before the Assignment has been fully executed, the Contractor is entitled to adjust the agreed rate accordingly.
- The fee, if necessary increased by advances and invoices from engaged third parties and expenses incurred, will be charged per month. If required by law, the turnover tax will be charged separately on all amounts owed by the Client to the Contractor.
Article 9. Payment
- Payment by the Client of the amounts owed to the Contractor must be made within 14 days of the invoice date, without the Client being entitled to any deduction, discount or setoff, unless agreed otherwise. The day of payment is the day on which the amount owed is credited to the Contractor's account.
- If the Client has not paid within the term referred to in the first paragraph, or any other term agreed between the parties, the Client will be in default by operation of law and the Contractor will be entitled to charge the statutory (commercial) interest from that moment onwards. .
- If the Client has not paid within the period referred to in the first paragraph, the Client is obliged to reimburse all judicial and extrajudicial (collection) costs incurred by the Contractor. The reimbursement of the costs incurred is not limited to any costs ordered by the court.
- In the event of an Assignment jointly given, the Clients are jointly and severally liable for the payment of the invoice amount and the interest (s) and costs owed, insofar as the Work has been performed for the joint Clients.
- If, in the opinion of the Contractor, the financial position or payment behavior of the Client gives cause to do so, or if the Client fails to pay an advance or an invoice within the stipulated payment term, the Contractor is entitled to demand that the Client immediately provides (additional) security in a form to be determined by the Contractor. If the Client fails to provide the required security, the Contractor is entitled, without prejudice to his other rights, to immediately suspend the further execution of the agreement and all that the Client owes the Contractor for whatever reason is immediately due and payable.
Article 10. Time limits
- If a period / date has been agreed between the Client and the Contractor within which the Assignment must be executed and the Client fails to: (a) pay an advance payment - if agreed - or (b) complete the necessary Documents in a timely manner, in the desired form and in the desired manner, then the Client and the Contractor will consult on a new term / date within which the Assignment must be performed.
- Periods within which the Work must be completed can only be regarded as a strict deadline if this has been explicitly agreed between the Client and the Contractor in so many words.
Article 11. Liability and indemnities
- The Contractor is not liable for damage to the Client that arises because the Client has provided the Contractor with incorrect or incomplete Documents.
- The Contractor is not liable for any consequential damage, trading loss or indirect damage that is the result of the Contractor's failure to perform, or to perform on time or improperly.
- The Contractor is only liable to the Client for damage that is the direct result of a (related series of) attributable shortcoming (s) in the performance of the Assignment. This liability is limited to the amount that is paid according to the Contractor's liability insurer for the relevant case, plus any deductible to be borne by the Contractor under the insurance.
- If, for whatever reason, the liability insurer does not pay out, the liability of the Contractor is limited to the amount of the fee charged for the execution of the Assignment. If the Assignment concerns a continuing performance contract with a term of more than one year, the aforementioned amount is set at three times the amount of the fee that was charged to the Client in the twelve months prior to the occurrence of the damage. Under no circumstances will the total compensation for the damage under this article amount to more than € 150,000 per event, whereby a series of related events counts as one event, unless the parties - given the size of the assignment or the risks accompany the assignment - see reason to deviate from this maximum when entering into the agreement.
- The limitations of liability included in this article do not apply if and insofar as there is intent or deliberate recklessness on the part of the Contractor or its management.
- The client is obliged to take damage-limiting measures.
- The Client indemnifies the Contractor against claims from third parties for damage caused by the fact that the Client has provided the Contractor with no, incorrect or incomplete Documents.
- The Client indemnifies the Contractor against claims from third parties (including employees of the Contractor and third parties engaged by the Contractor) who suffer damage in connection with the execution of the Assignment as a result of the Client's acts or omissions or unsafe situations in its company. or organization.
Article 12. Cancellation
- The Client can terminate the contract at any time with a notice period of 3 months. If the contract is terminated prematurely, the customer will have to pay a fee in accordance with the hours specified by the contractor for the activities performed on behalf of the customer, and / or the fee resulting from the monthly amounts included in the contract for services , calculated in accordance with the contract period.
- Cancellation must be in writing.
- If (interim) cancellation has been made by the Contractor, the Client is entitled to the Contractor's cooperation in the transfer of work to third parties, unless there is intent or deliberate recklessness on the part of the Client, as a result of which the Contractor is obliged to terminate the contract. to go. A condition for the right to cooperate as stipulated in this paragraph is that the Client has paid all underlying outstanding advances or all invoices.
Article 13. Right of suspension
- The Contractor is authorized, after a careful weighing of interests, to suspend the fulfillment of all its obligations, including the delivery of Documents or other goods to the Client or third parties, until the moment that all due claims on the Client have been paid in full.
- The first paragraph does not apply with regard to Documents from the Client that have not (yet) been processed by the Contractor.
Article 14. Expiry period
- Unless otherwise stipulated in these general terms and conditions, the Client's rights of claim and other powers for whatever reason vis-à-vis the Contractor in connection with the performance of Work by the Contractor lapse, in any case after one year after the moment when the Client became known or reasonably known could be with the existence of these rights and powers. This term does not concern the possibility to file a complaint with the appropriate body (ies) for handling complaints and / or the Disputes Board.
Article 15. Electronic communication
- During the execution of the Assignment, the Client and the Contractor can communicate with each other at the Client's request by electronic means.
- The Client and the Contractor are not liable to each other for damage that may arise from one or each of them as a result of the use of electronic means of communication, including - but not limited to - damage as a result of non-delivery or delay in delivery. of electronic communications, interception or manipulation of electronic communications by third parties or by software / equipment used for transmission, reception or processing of electronic communications, transmission of viruses and the malfunctioning of the telecommunications network or other means required for electronic communications , except insofar as the damage is the result of intent or gross negligence.
- Both the Principal and the Contractor will do or omit to do all that may reasonably be expected of each of them to prevent the aforementioned risks from occurring.
- The data extracts from the sender's computer systems provide compelling evidence of (the content of) the electronic communication sent by the sender until the contrary is provided by the recipient.
Article 16. Other provisions
- If the Contractor carries out Activities at the location of the Client, the Client will provide a suitable workplace that complies with the statutory health and safety standards and other applicable regulations with regard to working conditions. The Client must ensure that the Contractor is in that case provided with office space and other facilities that, in the opinion of the Contractor, are necessary or useful to execute the Agreement and that meet all (legal) requirements. With regard to (computer) facilities made available, the Client is obliged to ensure continuity, including through adequate backup, security and virus control procedures. The Contractor will apply virus control procedures when the Contractor uses the facilities of the Client.
- The Client will not hire or approach any Employees involved in the performance of the Activities to join the Client, either temporarily or indirectly, directly or indirectly, or directly or indirectly on behalf of the Client, whether or not as an employee, to be performed during the term of the Agreement or any extension thereof and during the 12 months thereafter.
Article 17. Applicable law and choice of forum
- The Agreement is governed by Dutch law.
- All disputes will be settled by the competent court in the district in which the Contractor is established.
Article 18. Repair clause nullities
- If any provision from these general terms and conditions or from the underlying Assignment / Agreement should be wholly or partly void and / or not valid and / or unenforceable, as a result of any statutory regulation, court decision or otherwise, this will have no consequences for the validity of all other provisions of these general terms and conditions or the underlying Assignment / Agreement.
- If a provision of these general terms and conditions or the underlying Assignment / Agreement should not be valid for a reason as referred to in the previous paragraph, but would be valid if it had a more limited scope or scope, then this provision will - first of all - - automatically apply with the most far-reaching or most extensive, more limited scope or scope with which or in which it is valid.
- Without prejudice to the provisions of paragraph 2, the parties may, if desired, enter into consultations in order to agree on new provisions to replace the invalid or nullified provisions. In doing so, the aim and intent of the void or nullified provisions will be aligned as much as possible.