General terms and conditions
Ad Veritas Holding B.V.
Article 1 Definitions
In these General Terms and Conditions the following terms shall have the following meanings, unless expressly stated otherwise.
- Contractor: the private company ‘Ad Veritas Holding‘ listed in the trade register of the Chambers of Commerce Gooi-, Eem- and Flevoland under number 61212350
- Client: the (legal) entity that issues an assignment to the Contractor.
- Assignment: the work to be determined in mutual agreement between the Client and the Contractor that must be performed by the Contractor, and the conditions under which this work has to be carried out, which is drawn up in writing in an assignment to provide services.
Article 2 Applicability
- The General Terms and Conditions apply to all offers, quotations, work, assignments and agreements between the Contractor and a Client, or its legal successor, respectively. The Client’s standard terms and conditions shall only apply when they have been accepted by the Contractor, with written confirmation.
- These Terms and Conditions also apply to all assignments with the Contractor that require third-party involvement.
- If one or more of the provisions in these General Terms and Conditions are null and void, or are voided, the remaining provisions in these General Terms and Conditions shall continue to apply in full. The Contractor and the Client shall then enter into consultation in order to agree on new provisions to replace the invalid or voided provisions, whereby if and insofar as possible, the purpose and purport of the original provision shall be observed.
Article 3 Quotations
- Quotations issued by the Contractor are based on the information provided by the Client. The Client guarantees that, to the best of its knowledge, it has provided all essential information for the formulation, implementation, and completion of the assignment.
- The quotations issued by the Contractor are free of obligation. The quotations are valid for 30 days, unless stated otherwise. The Contractor is only bound by a quotation if the acceptance of the quotation is confirmed in writing by the other party within 30 days, unless stated otherwise.
- The prices in the aforementioned quotation exclude VAT and other government levies, as well as any costs to be incurred within the scope of the assignment, including shipping and administration costs, unless stated otherwise.
- If the acceptance deviates (on minor points) from the figure quoted in the quotation, the Contractor is not bound by that. In that case, the assignment will not be carried out in accordance with this deviating acceptance, unless the Contractor indicates otherwise.
- A quotation comprising several elements does not oblige the Contractor to perform part of the assignment at a corresponding part of the stated price.
- No rights can be derived from quotations for future assignments.
Article 4 Provision of information and cooperation
- The Client shall provide the Contractor with all documents, information and contacts required for proper execution of the assignment in a timely manner.
- The provisions in paragraph 1 of this article do not absolve the Contractor of its monitoring duty expected of it pursuant to its profession.
Article 5 Article 7: 404 of the Civil Code
Agreements are entered into with the actual Contractor, and therefore not with one of its employees personally. Article 7: 404 of the Civil Code does not apply to this Agreement.
Article 6 Execution of the assignment and third-party involvement
- The Contractor shall carry out the work within the scope of the assignment to the best of its knowledge, expertise, and ability.
- Insofar as required for proper execution of the assignment, the Contractor is entitled to have (parts of) the work carried out by third parties. The Contractor shall arrange this, as far as possible, in consultation with the Client. The Contractor herewith undertakes to make every effort to ensure that the agreed obligations and quality are achieved.
- The Contractor accepts no liability for the work performed by third parties, even when liability is excluded by those third parties in their general terms and conditions.
- The Contractor is not liable for damage, whatever its nature, resulting from it relying on incorrect and/or incomplete information provided by the Client, unless the Contractor should have been aware of this inaccuracy or incompleteness.
- If it has been agreed that the assignment shall be carried out in stages, the Contractor can suspend the execution of those elements forming part of a subsequent stage until the Client has approved the results of the preceding stage in writing and/or the Client has fulfilled its payment obligation.
Article 7 Changes to the assignment, additional work
- If, through the Client’s actions, interim changes are made to the fulfilment of the assignment, in consultation with the Client, the Contractor shall make the necessary changes. If this leads to additional work, costs associated with this work will be passed on to the Client as an additional assignment. The Contractor is entitled to charge the Client for the additional costs associated with changing the assignment.
- Contrary to paragraph 1, the Contractor will not be able to charge additional costs if the change or addition to the assignment is the result of circumstances that can be attributed to the Contractor.
- Any additional costs must be communicated beforehand in writing to the Contractor. The Contractor must also agree to these costs in writing.
- If the Client has failed to provide written approval for additional work, but has paid the corresponding invoice, the Client thereby declares that it has automatically agreed to the modified additional work.
Article 8 Contract term; execution period
- The assignment between the Contractor and Client is entered into for an indefinite period of time, unless the nature of the assignment dictates otherwise, or the Parties explicitly agree otherwise in writing.
- If a period of time has been agreed within the term of the assignment for completion of certain work, this is never a strict deadline. If the execution period is exceeded, the Client must then provide the Contractor with written notice of default.
Article 9 Rates
- The rates applicable to the assignment are stated by the Contractor in the quotation and/or assignment to provide services.
- The Contractor will record the kilometres driven for each individual assignment and will pass on these costs to the Client at € 0.50.
- All assignments outsourced to third parties by the Contractor in accordance with the assignment to provide services, shall be invoiced in the name of the Client.
- In the event that, in the quotation/assignment to provide services, an estimate of timescale is provided, the Contractor has a 5% margin in respect of the number of hours quoted to be passed on to the Client. If the Contractor anticipates that this shall be exceeded by more than 5%, the Client will be asked to approve this in good time.
- All amounts exclude VAT.
- If the Contractor agrees an hourly rate with the Client, the Contractor is nevertheless entitled to increase this rate.
- The Contractor is entitled to increase the rate agreed in the quotation – without prior written notice – on 1 January of each calendar year, by a maximum of the percentage of inflation during the previous year, as published by Statistics Netherlands.
- In the event of a price increase beyond inflation, the Contractor is entitled to increase the prices. The Client is entitled to terminate the assignment if the increase is more than an annual 10% increase. The Client shall not be entitled to dissolve the assignment if the entitlement to increase the rate arises from a disposition in law.
- The Contractor shall notify the Client in writing of its intention to increase the rate pursuant to paragraph 10. The Contractor shall state the intended increase and the date on which the increase shall take place.
- If the Client does not wish to accept the rate increase stipulated by the Contractor, the Client is entitled to cancel the assignment in writing within two weeks after the notification referred to, or to cancel the assignment by the date stated in the notification from the Contractor, in respect of which the rate adjustment will take place.
Article 10 Invoicing
The Contractor shall invoice monthly in advance or in arrears, depending on the nature of the work invoiced and/or the agreements reached in the assignment to provide services, or the direct debit agreement.
Article 11 Payment terms
- Payment must be made within 14 days of the invoice date, without any form of set-off for whatever reason, unless agreed otherwise between the Client and the Contractor. Objections to the amount of the invoices do not suspend the payment obligation.
- After the due date, the Client is considered to be in default and the Contractor has the right to charge the statutory interest. The interest on the due amount shall be calculated as from the time at which the Client is in default until the full amount has been paid, where part of a month is considered to be a full month.
- The Contracting Party reserves the right to pass on to the Client the costs associated with a reminder, warning and summons due to the Client’s failure to pay, up to a maximum of € 100.00 each time. These costs are to cover the administrative impact on the Contractor.
- If payment is not made for more than 30 days, the Contractor can suspend the execution of the assignment until the payment has been made.
- In the event of liquidation, bankruptcy, attachment, or suspension of payment of the Client, the Contractor’s claims against the Client are immediately due and payable.
- If the Client fails to fulfil the obligations within 30 days, the Contractor shall pass on the claim for collection and all judicial and extrajudicial costs incurred in relation to the collection shall be borne by the Client.
- The Contractor shall be entitled to use the payments made by the Client in the first instance to reduce the costs, thereafter, to reduce the interest due and finally to reduce the principal sum and the accrued interest. Without being in default as a result of this, the Contractor can refuse full payment of the principal sum if the Client stipulates a different order for the payments made. The Contractor can refuse full payment of the principal sum if the interest due and the accrued interest are not paid in addition to the costs.
Article 12 Conclusion of the assignment
- The assignment ends in accordance with the provisions laid down in the assignment to provide services and/or the covering agreement.
- All goods delivered to the Client remain the property of the Contractor until the Client has paid for these goods.
Article 13 Retention of title
- All goods/items delivered by the Contractor, also including any designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the Contractor until the Client has fulfilled all obligations ensuing from the assignments entered into with the Contractor.
- The Client is not authorised to pledge or encumber in any other way the goods/items covered by the retention of title.
- In the event that third parties levy attachment on goods/items supplied subject to the retention of title, or wishes to establish rights on these goods/items, the Client is obliged to inform the Contractor of this as soon as can reasonably be expected.
- The Client undertakes to insure the goods/items delivered subject to retention of title and to keep them insured against fire, explosion, and water damage, as well as against theft and to provide access to this insurance policy at first request.
- Goods/items delivered by the Contractor, that fall under the retention of title by virtue of the provisions under paragraph 1 of this article, may only be resold in the normal course of business and may never be used as a means of payment.
- In the event that the Contractor wishes to exercise its property rights referred to in this article, the Client hereby unconditionally and irrevocably authorises the Contractor, or third parties to be designated by the latter, to access those locations where the Contractor’s goods/items are located and to retrieve those goods/items.
Article 14 Investigation, claims and complaints
- Complaints about the work that has been performed must be reported by the Client to the Contractor in writing within two weeks of the invoice date, but no later than within three weeks after completion of the work in question. The notice of default must contain a description of the shortcoming that is as detailed as possible, so that the Contractor is able to respond fittingly.
- If a complaint is well-founded, the Contractor must still perform the work as agreed, unless this has become demonstrably pointless. The Client must inform the Contractor of this in writing. If performance of the agreed work is no longer possible or useful, the Contractor shall only be liable within the limits of article 15.
Article 15 Termination
- In principle, either of the parties can only terminate the agreement in the way stipulated in the assignment to provide services and/or the covering agreement.
- Premature termination must be duly justified and the other party must be informed of this in writing.
- In the event of premature termination by the Client, the Contractor is entitled to compensation for the quoted work, where the average monthly invoice up to that point in time is the starting amount. The amount of compensation depends entirely on the nature of the termination, as well as the damage that the Client shall suffer as a result of the termination.
- In the event of termination, a notice period of one full calendar month must be taken into account.
Article 16 Suspension and dissolution
- The Contractor is entitled to suspend fulfilment of the obligations, or to dissolve the assignment, if:
- The Client does not fulfil, or does not totally fulfil, the obligations arising from the assignment.
- After the assignment has been entered into, circumstances arise that give the Contractor good grounds to fear that the Client will not fulfil the obligations. In the event that there are good grounds to fear that the Client will only partially, or will not properly, fulfil its obligations, suspension is only permitted insofar as the shortcoming justifies this.
- When entering into the assignment, the Client was asked to provide security for the fulfilment of its obligations under the assignment and this security has not been provided, or is insufficient.
- The Contractor shall furthermore be entitled to dissolve the assignment (or have the assignment dissolved) if circumstances arise of such a nature that fulfilment of the assignment becomes impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness, or if circumstances otherwise arise that are of such a nature that the unaltered maintenance of the assignment can no longer be demanded in all reasonableness.
- If the assignment is dissolved, all claims of the Contractor against the Client are immediately due and payable. If the Contractor suspends fulfilment of the obligations, it shall retain its rights under the law and the assignment.
- The Contractor always reserves the right to claim damages.
Article 17 Return of the items made available
- If the Contractor has made items available to the Client during the execution of the assignment, the Client is obliged to return these items, in their original condition, free of defects and in full, at the Contractor’s written request within 14 days. If the Client does not comply with this obligation, any costs that ensue from this shall be borne by the Client.
- If for any reason whatsoever, after a reminder to this effect, the Client still fails to comply with the obligation under paragraph 1, the Contractor has the right to recover the resulting damage and costs, including the costs of replacement, from the Client.
Article 18 Liability
- The Contractor is only liable in respect of the Client for damage actually suffered by the Client as a result of failures attributable to the Contractor in the performance of the agreed work, but only insofar as the failure consists of not taking into account the diligence and competence that may be relied upon when carrying out the agreed work.
- However, the Contractor is never liable for:
- damage suffered by the Client or third parties as a result of the provision of incorrect or incomplete details or information by or on behalf of the Client, or as a result of acts or omissions by or on behalf of the Client.
- Trading loss, indirect or consequential damage suffered by the Client.
- damage that could only have been prevented by an act or omission that would have been contrary to or incompatible with the professional code or code of conduct applicable to the Client.
- The liability of the Contractor for a shortcoming in the performance of the agreed work, as well as for a wrongful act, is at all times limited to the amount of the fee invoiced by the Contractor calculated over the last period of a maximum of three months prior to the Contractor being held liable by the Client, on the understanding that any damage to be compensated by the Contractor can never exceed the amount of the liability insurance taken out by the Contractor in the relevant case.
- A shortcoming attributable to the Contractor and damage suffered by that Contractor is not insured, or if, for whatever reason, the insurer or Contractor does not pay (partial) compensation for the damage suffered by the Client, the Contractor’s total liability will under no circumstances exceed the fee invoiced by the Contractor, calculated over the past period of no more than one month, prior to the Contractor being held liable by the Client.
- If the Client and Contractor have agreed on a general assignment to provide services, the compensation referred to in paragraphs 3 and 4 of this article is limited to that part of the fee that relates to the performance of the agreed work in the file that the damage relates to.
- The claim for compensation must be submitted to the Contractor by registered letter no later than six months after completion of the agreed work, explaining the reasons for this, failing which the right to compensation will lapse.
- The Client indemnifies the Contractor for third party claims in respect of damage that is directly or indirectly related to, or that arises from, the work performed or agreed by the Contractor.
Article 19 Indemnifications
- The Client indemnifies the Contractor against third-party claims with regard to intellectual property rights on materials or data provided by the Client, that are used in the execution of the assignment.
- If the Client provides the Contractor with data carriers, electronic files, or software, etc. the latter guarantees that the data carriers, electronic files, or software are free from viruses and defects.
Article 20 Transfer of risk
The risk of loss or damage to goods that are the subject of the assignment transfers to the Client at the moment at which they are legally and/or physically delivered to the Client and are thereby placed under the control of the Client or of a third party designated by the Client.
Article 21 Force majeure
- The Parties are not obliged to comply with any obligation if they are prevented from doing so as a consequence of a circumstance not attributable to fault and which is not regarded as their responsibility by virtue of the law, legal action or according to generally accepted standards.
- In these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, which the Contractor cannot influence, but which mean that the Contractor is unable to fulfil its obligations. Strikes within the Contractor’s company, illness and/or incapacity for work are all included.
- The Contractor also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after the Contractor should have fulfilled its obligations.
- During the period that the force majeure continues, the Parties can suspend the obligations under the assignment. If this period continues for more than two months, either of the parties is entitled to dissolve the assignment, without being liable to pay damages to the other party.
- Insofar as at the time of the start of the force majeure, the Contractor has in the meantime partially fulfilled or will be able to fulfil its obligations under the assignment, and the part fulfilled or to be fulfilled has independent value, the Contractor is entitled to invoice separately for the partially fulfilled obligations, or for the obligations that shall be fulfilled. The Client is obliged to pay this invoice as if this were a separate assignment.
Article 22 Non-disclosure
- Neither of the parties may disclose any confidential information they receive as part of their assignment from one another or from other sources. Information is considered to be confidential if this is stated to be such by the other party, or if this ensues from the nature of the information.
- If, on the basis of a statutory provision or a judicial decision, the Contractor is obliged to also provide confidential information to third parties designated by the law or the competent court, and the Contractor cannot invoke a legal right or a right of exemption recognised or permitted by the competent court, then the Contractor is not obliged to pay damages or other compensation and the other party is not entitled to terminate the assignment on the basis of any damage caused by the foregoing.
Article 23 Intellectual property and copyrights
- Subject to the other provisions in these General Terms and Conditions, the Contractor maintains the rights and authorities that ensure from the Copyright Law (Auteurswet).
- Models, methods, and instruments that are developed and/or applied by the Client for the performance of the assignment, are and remain the property of the Contractor. Publication or other forms of disclosure of the foregoing is only possible after obtaining written permission from the Contractor.
- All documents provided by the Contractor, such as reports, recommendations, assignments, designs, sketches, drawings, software, etc. for the benefit of the Client, can be used by the Client and can be copied by the Client for its own use in its own organisation. All documents provided by the Contractor may not be published or disclosed to third parties by the Client without the prior consent of the Contractor unless the nature of the documents provided dictates otherwise.
- The Contractor reserves the right to use the knowledge gained through the execution of the work for other purposes, insofar as no confidential information is disclosed to third parties.
Article 24 Miscellaneous
During the assignment and for up to two years after termination of an assignment, the Client is not permitted to offer paid work (on the basis of an employment contract or otherwise) to professionals who have been involved in the execution on behalf of or by the Contractor. Violation of this rule shall incur a penalty of € 50,000.00, in words: fifty thousand Euros.
Article 26 Disputes
All disputes that may arise between the parties (the Client and Contractor) as a result of the agreement to which these terms and conditions apply, or as a result of agreements that may have resulted from it, shall be brought before the competent court of the Contractor’s place of business, unless dictated otherwise by law.
Article 27 Applicable law
Every assignment between the Contractor and the Client, even if the Client is resident or located abroad, is governed by Dutch law.
Article 28 Changes
These terms and conditions have been deposited at the offices of the Chamber of Commerce where the Contractor is located. The most recently deposited version, or the version that applied at the time of the conclusion of the assignment, shall always apply.