- In these General Terms and Conditions is understood under:
- general terms and conditions: de onderhavige bepalingen
- company: GTC + Private Limited Company (B.V.)
- client: the party that contracts or intends to contract with the cooperative;
- assignment: any agreement between the cooperative and the client to supply products and services to the client;
- quotation: any oral or written offer from the cooperative to enter into an assignment with it;
- materials: all reports, advice, results, drawings, software, databases, concepts, presentations and other material objects developed by the cooperative in the context of the assignment.
2. Applicability Terms and Conditions
- The general terms and conditions apply to all offers, quotations, assignments, activities, agreements and legal acts whereby the company supplies goods and/or services of whatever nature to the client.
- The applicability of purchase or other conditions of the client is expressly rejected.
- Changes to the order or the general terms and conditions are only valid if and insofar as these have been agreed in writing by authorized representatives of both parties.
3. Basic quotations
A quotation from the company is without obligation, unless expressly stated otherwise.
The company's quotations are based on the information provided by the client. The client guarantees that he has provided all essential information for the design and execution of the investigation to the best of his knowledge. The company will perform the advisory services to be provided by it to the best of its knowledge and ability, and in accordance with the requirements of good workmanship.
This obligation has the character of a 'best efforts obligation', because the achievement of the intended result cannot be guaranteed.
4. Provision of information, employees and workspace by the client
In order for the execution of the assignment to proceed properly and as far as possible according to the time schedule, the client will provide all documents and data that the cooperative needs in a timely manner.
This also applies to the provision of employees of the client's own organization who are or will be involved in the activities of the cooperative.
If the company so requests, the client will provide the company at its location free of charge with its own workspace with telephone connection and, if desired, a Datanet connection.
5. Involving third parties in the execution of the assignment
The involvement or engagement of third parties in the execution of the assignment by the client or by the cooperative will only take place in mutual consultation.
6.1 Change Advisory Team advies
The company may, in consultation with the client, change the composition of the advisory team if it deems this necessary for the performance of the assignment. The change may not reduce the quality of the advisory services to be provided, nor may it adversely affect the continuity of the assignment. A change of the advisory team can also take place at the request of the client in consultation with the cooperative.
Iedere aansprakelijkheid van GTC +, die de opdracht heeft aanvaard, voor enige tekortkoming van ter uitvoering daarvan door GTC + of opdrachtgever ingeschakelde of daarbij betrokken derde(n), is uitgesloten.
7. Rates and costs of the assignment
With regard to the rates and the cost estimates based thereon, it is stated in the quotation whether the secretariat costs, travel hours, travel and accommodation costs and other assignment-related costs are included. Insofar as these costs are not included, they can be calculated separately. An interim change in the level of wages and costs that necessitates the company to adjust rates or to adjust other aforementioned expense allowances will be passed on. No interest costs are included in the fee, unless stated otherwise in the quotation.
8. Payment Terms
The fee and costs as referred to in Article 7, which are not included in the rates, will be charged monthly in the (advance) declaration. Payment must be made within 30 days of the invoice date.
After that due date, the statutory interest will be charged, without notice of default being required. If payment is not made, the cooperative can suspend the execution of the assignment by invoking the uncertainty exception.
If the client is in default or fails in any other way to fulfill one or more of its obligations, all reasonable costs incurred in obtaining payment, both judicial and extrajudicial, are for its account.
Indien de opdracht is verstrekt door meer dan één opdrachtgever, zijn alle opdrachtgevers hoofdelijk aansprakelijk voor de nakoming van de verplichtingen zoals in dit artikel aangegeven (ongeacht de Tenaamstelling van de declaratie).
9. Change of the assignment or additional work
The client accepts that the time schedule of the assignment may be influenced if the parties agree in the interim to expand or change the approach, working method or scope of the assignment and/or the resulting activities.
If the interim change in the assignment or assignment is caused by the client, the cooperative will make the necessary adjustments if the quality of the service requires this. If such an adjustment leads to additional work, this will be confirmed to the client as an additional order.
Changes to an agreement are only valid if made in writing and both parties have agreed to the changes.
10. Duration and conclusion of the assignment
In addition to the efforts of the advisory team, the duration of the assignment can be influenced by all kinds of factors, such as the quality of the information that the company obtains and the cooperation that is provided. The company cannot therefore indicate exactly in advance how long the lead time for the execution of the assignment will be.
In a financial sense, the assignment is concluded as soon as the final settlement has been approved by the client. The client must inform the company about this within a period of 30 days after the date thereof. If the client does not respond within this period, the final settlement will be deemed to have been approved.
If the client wishes an audit of the cooperative's declaration by a chartered accountant, cooperation will be provided. The costs of such an inspection are for the account of the client.
11. Premature termination of the assignment
The parties may prematurely terminate the agreement unilaterally if one of them is of the opinion that the execution of the order can no longer take place in accordance with the confirmed offer and any subsequent additional order specifications. This must be communicated to the other party with reasons and in writing.
If the client proceeds to premature termination, the cooperative is entitled to compensation on account of the loss of occupancy that has arisen and can be substantiated, whereby the average monthly invoice amount up to that point is used as the starting point.
The company may only make use of its power to terminate early if, as a result of facts and circumstances beyond its control or which are not attributable to it, completion of the assignment cannot reasonably be required. In doing so, the cooperative retains the right to payment of the invoices for work performed up to that point, whereby the provisional results of the work performed up to that point will be made available to the client, subject to change. Insofar as this entails additional costs, these will be charged.
In the event that one of the parties becomes bankrupt, applies for a moratorium or ceases operations, the other party has the right to terminate the assignment without observing a notice period, all this subject to rights.
12. Intellectual Property
Models, techniques, instruments, including software, that are used for the execution of the assignment and are included in the advice or research result, are and remain the property of the cooperative. Disclosure can therefore only take place after obtaining permission from the cooperative.
The client naturally has the right to reproduce documents for use in his own organization, insofar as this is appropriate within the purpose of the assignment. In the event of premature termination of the assignment, the foregoing shall apply mutatis mutandis.
The cooperative is obliged to maintain confidentiality of all information and data of the client vis-à-vis third parties. In the context of the assignment, the cooperative will take all possible precautions to protect the interests of the client. The client will not inform third parties about the cooperative's approach, its working methods and the like, or make its report available to third parties without the consent of the cooperative.
The company is liable for shortcomings in the execution of the assignment, insofar as these are the result of failure by the cooperative to observe due care, expertise and craftsmanship that may be exercised when issuing advice in the context of the assignment in question. be trusted. The liability for damage caused by the shortcomings is limited to the amount of the fee that the cooperative has received for its work in the context of that assignment. For assignments with a lead time longer than six months, a further limitation of the liability referred to here applies to a maximum of the invoice amount over the last six months.
Any claims by the client in the sense referred to here must be submitted within one year after the discovery of the damage, failing which the client has forfeited his rights.
- Any complaints can only be handled if they are received in writing within one (1) month after discovery.
- Complaints can only be handled if the nature and grounds of the complaints are accurately stated.
- Complaints regarding an invoice must be submitted to GTC+ in writing within fourteen (14) days of the date of that invoice.
- Indien binnen de toepasselijke termijn niet of niet op de voorgeschreven wijze een klacht bij GTC+ is ingediend, zal het door haar geleverde geacht worden geheel aan de opdracht te voldoen en onvoorwaardelijk door de opdrachtgever te zijn aanvaard en goedgekeurd.
- Submitting a complaint never releases the Client from its payment obligations towards Green Team Consultancy+.
16. Force Majeure (non-attributable Shortcoming)
- If GTC+ is prevented from fulfilling any obligation towards the Client due to force majeure, and the force majeure situation is, in the opinion of GTC+, of a permanent or long-term nature, the parties can make an arrangement regarding the dissolution of the agreement in accordance with the law.
- If GTC+ is prevented from fulfilling any obligation towards the Client due to force majeure and the force majeure situation is, in the opinion of GTC+, of a temporary or transient nature, GTC+ is entitled to suspend the execution of the agreement until such time as the circumstance, cause or event , which causes the force majeure situation no longer occurs.
- As “force majeure” is considered any circumstance, cause or event, wherever occurring, occurring or occurring, which temporarily or permanently prevents, makes impossible or makes unreasonably onerous the correct full or timely fulfillment of any obligation of GTC+, and which circumstance causes or event GTC+ cannot reasonably occur or is partly outside GTC+'s sphere of influence or over which GTC+ has no influence. This also includes the resignation or retirement of a member or members of the cooperative due to illness.
- GTC+ is entitled to claim payment in respect of all that has been performed by or on behalf of it in the performance of the agreement with the Client before the force majeure circumstance, cause or event occurred or became apparent.
17. Applicable Law and Dispute Resolution
- Dutch law applies to all disputes related to and/or arising from the general terms and conditions and/or assignments or agreements to which these general terms and conditions have been declared applicable.
- In the event of disputes between the client and the cooperative, the parties will first try to settle the dispute amicably. All disputes that cannot be resolved amicably will be submitted exclusively to the competent court in Amsterdam.