General terms and conditions
GENERAL TERMS AND CONDITIONS FOR THE PERFORMANCE OF ADVISORY AND INTERIM ASSIGNMENTS BY HOUBEN & LIJFTOGT
Below you will find a translation of the Dutch General Terms and Conditions of Houben & Lijftogt. This translation is for information purposes only. In case of an agreement between an English speaking client and Houben & Lijftogt, only the Dutch version is legally binding and subject to any legal dispute that may arise.
ARTICLE 1. NATURE OF THE SERVICES
Houben & Lijftogt provides services in the field of research, advice, coaching, interim management and related activities.
ARTICLE 2. DELIVERY OF SERVICES
In principle, services are delivered on the basis of a quotation and confirmation by the client. Assignments are accepted in order of receipt.
ARTICLE 3. CONFIRMATION AND OPTION
An assignment becomes final after confirmation by the client. When options are taken on certain (start) dates, the option automatically transfers into a confirmation of the assignment after no later than 14 days and at least 14 days before the start of the activity, unless otherwise agreed in writing.
ARTICLE 4. EVALUATION
Houben & Lijftogt carries out a written or oral evaluation after each assignment (Client Assignment Evaluation, CLOE). The results of these evaluations are used to continuously improve Houben & Lijftogt’s services .
ARTICLE 5. CANCELLATION
In case of cancellation of an assignment given to Houben & Lijftogt , part of the offered amount may be charged for implementation costs. This has to do with the possibility of starting a replacement assignment within the set term. Preparation costs incurred can always be charged.
ARTICLE 6. GENERAL
These general terms and conditions apply to all offers, activities, quotations and agreements for organizational analysis, advice and interim activities between Houben & Lijftogt and clients or their legal successors.
ARTICLE 7. BASIS FOR QUOTATIONS
Quotations from Houben & Lijftogt 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 assignment to the best of his knowledge. Houben & Lijftogt will perform the 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.
ARTICLE 8. PROVISION OF INFORMATION, EMPLOYEES AND WORKSPACE BY THE CLIENT
In order to ensure that the execution of the assignment proceeds properly and as much as possible according to the time schedule, the client will provide all documents and information that Houben & Lijftogt requires in a timely manner .
This also applies to the availability of employees of the client’s own organization who are or will be involved in the activities of Houben & Lijftogt . If Houben & Lijftogt so requests, the client will provide the office with its own workspace at its location, free of charge, with a telephone connection and, if desired, a data network connection.
ARTICLE 9. 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 Houben & Lijftogt takes place exclusively in mutual consultation.
ARTICLE 10. PERSONNEL
Change of advisory team
Houben & Lijftogt can, in consultation with the client, change the composition of the advice team if Houben & Lijftogt believes this is necessary for the execution of the assignment. The change may not diminish the quality of the advisory services to be provided, nor may it adversely affect the continuity of the assignment. A change to the advisory team can also take place at the request of the client in consultation with Houben & Lijftogt .
Recruiting or hiring mutual personnel
During the performance of the assignment and within one year after termination of the assignment, neither party may employ or negotiate employment with the other party, other than in consultation with the other party.
ARTICLE 11. RATES AND COSTS OF THE ASSIGNMENT
With regard to the rates and the cost estimates based thereon, the quotation indicates whether it includes secretarial costs, travel hours, travel and accommodation costs and other assignment-related costs. Insofar as these costs are not included, they can be calculated separately. An interim change in the level of wages and costs that forces Houben & Lijftogt to adjust its rate or adjust other aforementioned expense allowances will be passed on. No interest costs are included in the fee, unless stated otherwise in the offer.
ARTICLE 12. PAYMENT CONDITIONS
The fee and costs as referred to in article 11, which are not included in the rates, will be charged monthly in an (advance) invoice. Payment must be made within 14 days of the invoice date.
After that due date, statutory interest will be charged, without notice of default being required. If payment is not made, Houben & Lijftogt can appeal to the uncertainty exception and suspend the execution of the assignment. If the client is in default or otherwise fails to fulfill one or more of his obligations, all reasonable costs incurred in obtaining payment, both judicial and extrajudicial, will be for his account. If the assignment has been given by more than one client, all clients are jointly and severally liable for the fulfillment of the obligations as indicated in this article (regardless of the name of the invoice).
ARTICLE 13. CHANGES TO THE ASSIGNMENT OR ADDITIONAL WORK
The client accepts that the time schedule of the assignment can be influenced if the parties agree in the interim to expand or change the approach, method or scope of the assignment and / or the resulting work.
If the interim change in the assignment or the execution of the assignment arises through the actions of the client, Houben & Lijftogt 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 assignment.
ARTICLE 14. 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 and timeliness of the information that Houben & Lijftogt obtains and the cooperation that is provided. Houben & Lijftogt cannot therefore indicate in advance exactly how long the lead time for the execution of the assignment will be. In a financial sense, the assignment is closed as soon as the final invoice has been approved by the client. Within a period of 14 days after the date thereof, the client must notify Houben & Lijftogt of this. If the client does not respond within this period, the final invoice will be deemed to have been approved.
If the client wishes a chartered accountant to have an audit of Houben & Lijftogt ’s invoice , cooperation will be provided. The costs of such a check are at the expense of the client.
ARTICLE 15. PREMATURE TERMINATION OF THE ASSIGNMENT
The parties can unilaterally terminate the agreement prematurely if one of them is of the opinion that the execution of the assignment can no longer take place in accordance with the confirmed quotation and any subsequent additional assignment specifications. This must be communicated to the other party with reasons and in writing. If the client proceeds with premature termination, Houben & Lijftogt is entitled to compensation because of the resulting and plausible occupancy loss, taking the average monthly invoice amount so far as the starting point. Houben & Lijftogt may only exercise its authority to terminate prematurely if, as a result of facts and circumstances beyond its influence or which cannot be attributed to it, completion of the assignment cannot reasonably be required. 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 agreement without observing a notice period, all this subject to party’s individual rights.
ARTICLE 16. INTELLECTUAL PROPERTY
Models, techniques, instruments, including software, used for the execution of the assignment and included in the advice, research result or interim work, are and remain the property of Houben & Lijftogt. Publication can therefore only take place after permission has been obtained from Houben & Lijftogt .
Naturally, the client has the right to reproduce documents for use in its own organization, insofar as appropriate within the purpose of the assignment. In the event of premature termination of the assignment, the foregoing applies mutatis mutandis.
ARTICLE 17. CONFIDENTIALITY
Houben & Lijftogt is obliged to maintain confidentiality of all information and data of the client from third parties. Houben & Lijftogt will take all possible precautionary measures in the context of the assignment to protect the interests of the client. The client will not inform third parties about the approach of the agency, its working method and the like, or make its reports available to third parties without the permission of Houben & Lijftogt .
ARTICLE 18. LIABILITY
Houben & Lijftogt is liable for shortcomings in the performance of the assignment, insofar as these are the result of Houben & Lijftogt ’s failure to observe due care, expertise and craftsmanship when giving advice in the context of the assignment. Liability for damage caused by the shortcomings is limited to the amount of the fee that the agency has received for its work in the context of that assignment. For assignments that have a lead time of more than six months, a further limitation of the liability referred to here, applies to a maximum of the invoiced amount over the last six months. Any claims of the client in the sense referred to here, must be submitted within one year of discovering the damage, failing which the client will have forfeited his rights.
ARTICLE 19. APPLICABLE LAW
This agreement is exclusively governed by Dutch law.
ARTICLE 20. DISPUTE SETTLEMENT
All disputes that may arise as a result of the implementation of this agreement or of further agreements that may be the result thereof, will first be submitted by both parties to a trained NMI mediator. Only after a mediation procedure has not led to a solution that is acceptable to both parties will the dispute be submitted to the Arnhem Court .