1. General
1.1. These conditions apply to all offers, activities, quotations and agreements between SenseGuide, hereinafter referred to as: Contractor, and a Client to which the Contractor has declared these conditions applicable, insofar as the parties have not expressly and in writing deviated from these conditions. The Contractor and the Client may hereinafter be referred to as “parties”.
1.2. The Client's general terms and conditions will only be binding on the Contractor if the Contractor has expressly accepted them in writing.
2. Quotations
2.1. All quotations and proposals from the Contractor are without obligation, unless a term for acceptance is stated in the quotation. If no acceptance period has been set, no rights can be derived from the quotation or offer.
2.2. The prices stated in a quotation, proposal and agreement are always exclusive of VAT.
2.3. Quotations and proposals made do not automatically apply to future assignments.
3. Order and delivery
3.1. Agreements for assignment, hereinafter referred to as 'assignment', are concluded by written confirmation or after signing an agreement.
3.2. If a term has been agreed or specified for the performance of certain work, this is never a strict term within the meaning of Article 6:83 under a of the Dutch Civil Code. If a term is exceeded, the Client must therefore give the Contractor written notice of default. The contractor must be offered a reasonable period to still carry out the assignment.
3.3. The Contractor is authorized to have work carried out by third parties after consultation with the Client. The Contractor is only responsible for work performed by third parties if this has been selected and paid for by the Contractor.
3.4. The Client ensures that all information that the Contractor indicates is necessary or of which the Client should reasonably understand that it is necessary for the execution of the assignment, is provided to the Contractor in a timely manner. If the information required for the execution of the assignment has not been provided to the Contractor in a timely manner, the Contractor has the right to suspend the execution of the assignment and/or to charge the Client for the additional costs resulting from the delay.
3.5. If during the execution of the assignment it appears that it is necessary to change or supplement it for proper execution, the parties will adjust the assignment in a timely manner and in mutual consultation. The Contractor will cooperate with the desired changes, provided that this can reasonably be expected of the Contractor and agreement is reached on the costs that can reasonably be charged extra or deducted.
3.6. If the Client fails to properly comply with what it is obliged to do towards the Contractor, the Client is liable for all damage suffered by the Contractor directly or indirectly as a result.
3.7. In the event that the Client is in default with regard to its payment obligation or gives reason to assume that the payment obligation will not be (fully) met, the Contractor has the right to suspend its delivery obligation until the Client has fulfilled its payment obligation.
4. Agreement
4.1. Upon acceptance of the assignment by the parties, an agreement is created between the parties.
4.2. The Contractor is entitled to suspend the fulfillment of the obligations or to terminate the agreement if the Client does not fulfill the obligations under the agreement, does not fully or does not fulfill them on time.
4.3. Furthermore, the Contractor is entitled to terminate the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unchanged maintenance of the agreement cannot reasonably be expected of the Contractor.
4.4. If the agreement is dissolved, the Contractor's claims on the Client are immediately due and payable. If the Contractor suspends compliance with its obligations, it retains its claims under the law and the agreement.
4.5. If the Contractor proceeds with suspension or dissolution, he is in no way obliged to compensate any damage or costs incurred as a result.
4.6. If the termination is attributable to the Client, the Contractor is entitled to compensation for the damage, including the costs, arising directly and indirectly as a result.
4.7. If the Contractor or Client files for bankruptcy, requests a suspension of payments or ceases business operations, the other party has the right to terminate the assignment with immediate effect, without any obligation on its part to pay any damages or compensation.In that case, the Contractor's claims on the Client are immediately due and payable.
4.8. The Client is not entitled to invoke the interim termination authority as referred to in Article 7:408 paragraph 1 of the Dutch Civil Code.
5. Invoicing and payment
5.1. The rates stated in the quotation and agreement include travel and accommodation costs within the Netherlands, unless otherwise stated.
5.2. Invoicing takes place in accordance with the agreement.
5.3. Payment must be made within 30 days of the date of the invoice, unless otherwise agreed. After the due date, the statutory interest will be charged.
5.4. Payment is made without settlement.
6. Force majeure
6.1. The Contractor is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not attributable to his fault, and which is not his responsibility under the law, a legal act or generally accepted views.
6.2. In these general terms and conditions, force majeure is defined as, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which the Contractor has no influence, but as a result of which the Contractor is unable to fulfill its obligations. The Contractor also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Contractor should have fulfilled its obligation.
6.3. The contractor may suspend the obligations under the agreement during the period that the force majeure continues.If this period lasts longer than two months, each party is entitled to terminate the agreement, without obligation to compensate the other party for damages.
6.4. Insofar as the Contractor has partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and independent value is attributed to the part already fulfilled or to be fulfilled, the Contractor is entitled to the part already fulfilled or to be fulfilled to be invoiced separately. The Client is obliged to pay this invoice as if it were a separate agreement.
7. Liability
7.1. The contractor will carry out the assignment to the best of his knowledge and ability. This obligation has the character of a best efforts obligation. The Contractor is liable (subject to the limitations stated below) for any attributable shortcomings in the execution of the assignment, insofar as these are the result of the Contractor's failure to observe the care and expertise that may be expected of a research and consultancy agency.
7.2. The liability for damage under Article 7.1 is limited to the amount of the compensation that the Contractor has received for its work in the context of the assignment. Only direct damage may be eligible for compensation.
7.3. Any claims from the Client must be submitted within 6 months after completion of the Assignment, failing which the Client will have forfeited its rights.
7.4. Any liability of the Contractor for any consequential damage suffered by the Client is excluded. Consequential damage includes all damage resulting from any form of use of research results for the Client and third parties.
7.5. If the Client or third parties are not provided on time or if incorrect or defective information is provided, the Contractor will not be liable for the consequences of this.
8. Privacy regulations
8.1. Parties undertake to correctly comply with the relevant privacy legislation, in particular the Personal Data Protection Act.
8.2. It is the responsibility of the Client to ensure that the use of the data/information from the assignment, in whatever form, will not infringe the intellectual property rights or privacy of third parties.
9. Indemnification
The Client indemnifies the Contractor against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than the Contractor. If the Contractor is held liable by third parties for this reason, the Client is obliged to assist the Contractor both extrajudicially and in court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, the Contractor is entitled to do so itself without notice of default. All costs and damage incurred by the Contractor and third parties as a result are entirely at the expense and risk of the Client.
10. Confidentiality
10.1. The parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of the agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
10.2. The Client will not communicate to third parties about the Contractor's approach, its working methods and the like, or make its reporting available, without the Contractor's permission.
10.3. Upon termination of the assignment and upon full payment of the amount owed to the Contractor, the Contractor is obliged to immediately make the information obtained from the Client under the assignment, including written documents and data files, available to the Client.
10.4. The Client undertakes not to enter into a direct or indirect contractual relationship, however called, with the Contractor in the context of the agreement, during the term of the agreement, and for a period of two years after the end of this agreement, employees and/or third parties engaged in this agreement, unless the parties agree otherwise. The Client guarantees that the aforementioned obligation is also complied with by any legal entities with which it is affiliated in a group within the meaning of, among others, Article 2405 of the Dutch Civil Code.
11. Intellectual Property
11.1.The Contractor reserves the rights and powers that accrue to him under copyright law and other intellectual laws and regulations. The Contractor has the right to use the knowledge acquired through the execution of an agreement for other purposes, provided that no strictly confidential information of the Client is made known to third parties.
11.2. Models, techniques, instruments, including software, that are used for the execution of the assignment and are included in the advice or research results are and remain the property of the Contractor. Publication can therefore only take place after permission has been obtained from the Contractor.
11.3. All documents provided by the Contractor, such as reports, advice, designs, sketches, drawings, software, etc., are exclusively intended to be used for the Client's own use. The Client is not entitled to reproduce, disclose or bring to the attention of third parties the aforementioned information and documentation without the prior written consent of the Contractor.
12. Applicable law
All agreements and arrangements between the Client and the Contractor are exclusively governed by Dutch law.
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