Clarity in Every Collaboration
APPLICABILITY
The following General Terms and Conditions apply to all my offers, quotes, orders, agreements, and legal relationships. These can be made available free of charge upon request.
By placing an order, you declare that you acknowledge and accept the applicability of these General Terms and Conditions and any additional terms and conditions; that you have received the General Terms and Conditions and any additional terms and conditions and/or that you are familiar with their content.
The applicability of other conditions is hereby expressly rejected.
1. DEFINITIONS
In these General Terms and Conditions, the following terms shall have the following meanings:
Contractor: Newly, the user of these General Terms and Conditions as defined in Article 6:231 of the Dutch Civil Code.
Client / Counterparty: the counterparty as defined in Article 6:231 of the Dutch Civil Code, being the party that places the order with the Contractor.
Consulting services: all services related to human resources consulting, including but not limited to developing onboarding programs and orientation/induction days, recruitment & selection advice, organisational development, HR strategy, labour market advice, and related services.
Deliverables: the advice, reports, analyses, presentations and other written or digital products prepared by the Contractor in the context of the assignment.
2. APPLICATION
These General Terms and Conditions apply to all legal relationships between the Contractor and the Counterparty, including quotations, order confirmations and oral or written agreements, even after termination of an agreement, unless the parties have expressly deviated from these conditions in writing.
3. COMPENSATION
3.1 If the parties have not agreed on compensation, the Contractor shall unilaterally determine the compensation in accordance with reasonableness and fairness, taking into account the size and scope of the services to be provided.
3.2 Necessary costs and/or additional work must be reimbursed by the Counterparty.
3.3 Any travel and accommodation expenses will be charged separately on the basis of actual costs incurred, unless otherwise agreed.
4. INVOICING AND PAYMENT
4.1 After completion of the assignment, or after the end of an agreed billing period, the invoice will be sent by email. If additional information (such as a purchase order number or cost centre) needs to be added to the invoice, this must be communicated to the Contractor before the assignment commences. If this information is not provided on time and cannot be added, the Counterparty must nevertheless process and pay the invoice.
4.2 Payment must be made within 14 days of the invoice date.
4.3 If the Contractor has not received the amount due within the period referred to in 4.2, the Counterparty shall owe statutory interest plus 2% on the invoice amount.
4.4 If the Counterparty is in default or otherwise fails to fulfil one or more of its obligations, all costs incurred by the Contractor in order to obtain satisfaction in and out of court shall be borne by the Counterparty.
5. CANCELLATION
The risk of cancellation of the assignment or parts thereof, by anyone other than the Contractor, lies with the Client. Cancellations or rescheduling are free of charge up to three business days before the scheduled start date or execution date. After that, the following scale applies:
- Cancellation within 2 weeks in advance: 25% of the agreed fee
- Cancellation within 1 week in advance: 50% of the agreed fee
- Cancellation within 1 working day in advance or later: 100% of the agreed fee
6. COMPLAINTS
Complaints regarding the services or Deliverables delivered must be communicated to the Contractor in writing by email as soon as possible, but in any case within ten business days of delivery. The Contractor has the right to provide improved or additional services within a reasonable period to replace the rejected performance, unless this would result in disproportionate damage to the Counterparty.
7. ASSIGNMENT
7.1 The Client shall notify the Contractor in writing of any specific wishes that are important for the execution of the assignment, in good time before the commencement of the assignment.
7.2 The Contractor will carry out the assignment at its own professional discretion and will make every effort to meet the specific wishes of the Client as referred to in the previous paragraph.
7.3 The assignment is always to be considered a best-efforts obligation, not a result obligation. The Contractor does not guarantee the achievement of specific results, such as filling a vacancy or achieving a specific organisational goal.
7.4 Changes to the order by the Counterparty, for whatever reason, shall be at the expense of the Counterparty and shall only be carried out by the Contractor after a separate quotation for additional costs has been signed for approval by the Counterparty and returned to the Contractor.
7.5 In the event of cancellation of an assignment agreement by the Counterparty at any time and for any reason, the Contractor is entitled to the agreed-upon fee. In the event of cancellation, the non-professional Client is only liable for a reasonable portion of the fee, taking into account the work already performed.
8. DELIVERY
Deliverables will be delivered in the agreed format (written report, presentation, digital document, etc.) and via the agreed medium, unless the parties have agreed otherwise.
9. ILLNESS / FORCE MAJEURE
9.1 The Contractor shall not be liable for failure to fulfil its obligations or failure to fulfil them on time as a result of force majeure.
9.2 Force majeure is understood to mean, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which the Contractor has no influence and which prevent it from fulfilling its obligations, including illness and temporary and permanent incapacity to work.
9.3 In the event of force majeure, the Contractor’s obligations may, in consultation with the Client, be assumed by a qualified consultant. This consultant will be appointed by the Contractor.
9.4 If, upon the occurrence of force majeure, the Contractor has already partially fulfilled its obligations or will only be able to partially fulfil its obligations, it is entitled to invoice separately for the part of the services already delivered, including the expenses incurred, and the Client is obliged to pay this invoice.
10. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
10.1 All Deliverables developed and supplied by the Contractor, including advice, reports, analyses, methodologies and other works, are and remain the intellectual property of the Contractor, unless expressly agreed otherwise in writing.
10.2 The Client obtains a non-exclusive, non-transferable right of use to the Deliverables solely for internal use within its own organisation, unless a broader licence has been expressly agreed in writing.
10.3 The Counterparty is not permitted to make the Deliverables available to third parties, to disclose them or to exploit them without the prior written consent of the Contractor.
10.4 No use of the Deliverables is permitted until the Counterparty has paid any outstanding invoice from the Contractor.
10.5 Both parties agree to maintain confidentiality of all confidential information they receive from each other in connection with the assignment. Confidential information is defined as all information that can reasonably be considered confidential, including personal data, business strategies, and personnel information.
11. PERSONAL DATA
11.1 Personal data may be processed in the context of the execution of the assignment. The parties agree to comply with applicable privacy legislation, including the General Data Protection Regulation (GDPR).
11.2 If the Contractor acts as a processor within the meaning of the GDPR in the context of the provision of services, the parties will conclude a processing agreement.
12. LIABILITY AND RIGHTS OF THIRD PARTIES
12.1 The Contractor shall not be liable to the Counterparty for claims by third parties and/or damages arising from the use of the advice or Deliverables provided, unless there is gross negligence or intent on the part of the Contractor.
12.2 The Contractor’s liability is in any case limited to the amount of the invoice for the relevant assignment, or, to the extent that there is insured damage, to the amount actually paid out under the insurance.
12.3 The Contractor shall not be liable for indirect damage, consequential damage, lost profits or lost savings.
12.4 If third parties announce or initiate a claim against the Contractor and/or the Counterparty with regard to the services provided, the Counterparty and the Contractor will determine in mutual consultation whether they will defend themselves against this and how this will be done.
13. BANKRUPTCY / SUSPENSION
Both the Contractor and the Counterparty have the right to immediately terminate the agreement in the event of bankruptcy or suspension of payments of the other party. In the event of bankruptcy of the Counterparty, the Contractor has the right to terminate the granted user rights regarding the Deliverables.
14. CHOICE OF LAW AND FORUM
14.1 All cases in which these General Terms and Conditions apply are governed by Dutch law.
14.2 Any dispute relating to the text and interpretation of these General Terms and Conditions and a legal relationship between the Contractor and the other party shall be submitted to the competent court in the Netherlands.
