Article 1. Definitions
Unless explicitly indicated differently the following means:
a) Fundament: the sole proprietorship V.O.F. Fundament, registered at the trade register of the chamber of commerce in Rotterdam, the Netherlands, under number: 70834229;
b) Client: every client which gives an order to V.O.F. Fundament to perform professional services;
c) Agreement: every contract for professional services between V.O.F. Fundament and Client;
d) Parties: V.O.F. Fundament and Client; and
e) Conditions: these general conditions of V.O.F. Fundament dated 29 March 2018.
Article 2. Applicability
2.1 These Conditions are part of all offers by V.O.F. Fundament and of all Agreements and are applicable to all professional services performed by V.O.F. Fundament on behalf of Client, unless and as far as the Parties have explicitly and in writing agreed differently.
2.2 Any general conditions of the Client are not applicable to offers by V.O.F. Fundament s and/ or to Agreements.
Article 3. Offers
3.1 Offers by V.O.F. Fundament are non-binding until the moment of acceptance by Client.
3.2 The prices mentioned by V.O.F. Fundament in an offer or Agreement are exclusive of VAT, fixed office expenses of 3% and other government related charges and any costs to be incurred in connection with the Agreement, including expenses for travel and accommodation.
Article 4. Duration of the Agreement and term of execution
4.1 This Agreement is concluded for an indefinite period of time.
4.2 If a term has been agreed or communicated for specific activities by V.O.F. Fundament this term is indicative.
4.3 V.O.F. Fundament may execute the Agreement in different phases and may invoice separately for professional services executed in this way.
Article 5. Suspension and termination
5.1 V.O.F. Fundament may suspend the execution of his obligations, if the Client does not, not fully or not timely observe his obligations under the Agreement. If V.O.F. Fundament suspends the execution of his obligations, he maintains his rights on the basis of the law and from this Agreement.
5.2 The Agreement ends automatically upon payment of the last invoice relating to the respective Agreement of V.O.F. Fundament. Besides that Client may terminate the Agreement in writing observing a reasonable notice period and V.O.F. Fundament may terminate the Agreement in writing observing a reasonable notice period and giving the reasons for termination (such as delays in payment of invoices).
5.3 In case the Agreement is terminated, any claims V.O.F. Fundament may have against the Client, including those for performed work and expenses made, are immediately due.
5.4 In case V.O.F. Fundament suspends or terminates the Agreement, he shall not be liable to pay damages and costs caused in whatever way by that suspension or termination.
Article 6. Invoicing, tariffs and payment
6.1 V.O.F. Fundament shall each month send an invoice to Client for professional services rendered in the previous month.
6.2 Client shall pay invoices within 7 days of the date of the invoice by paying the outstanding amount to:
Account/IBAN number: NL64ABNA0813040507
For the attention of V.O.F. Fundament, and
Mention Clients name and the number of the invoice.
6.3 V.O.F. Fundament has the right to unilaterally increase his hourly rates and any agreed fixed project budgets within reasonable limits as per 1 January of each calendar year. V.O.F. Fundament shall inform the Client of any increases before 1 December of each calendar year.
6.4 For professional services in weekends and /or holidays an hourly surcharge of 50% shall apply to the agreed hourly rates. In case a fixed project budget or price has been agreed, this will be increased by an amount, being the number of hours worked in weekends and / or holidays times 50% of the agreed hourly rate. Expenses for travel and accommodation shall be invoiced separately. For travel within the Netherlands (return) one hour for professional services will be charged.
6.5 V.O.F. Fundament is authorized to demand an advance payment before providing professional services in connection with an Agreement. Such an advance payment shall be compensated with the last invoice, which will be sent to Client in relation to the respective Agreement.
6.6 Client shall not be allowed to set off any amounts against amounts due by him to V.O.F. Fundament.
Client shall not be allowed – for whatever reason- to suspend payment of an invoice of V.O.F. Fundament.
Article 7. Liability
7.1 The Agreement requires V.O.F. Fundament solely to make a professional effort. It does not require him in any way to reach a result.
7.2 In case V.O.F. Fundament will be held liable on whatever ground to the Client, this liability will be limited as provided in this article.
7.3 V.O.F. Fundament will not be liable for any damage in connection with, or resulting from, this Agreement, unless a court has established fraud, intent or gross negligence at the side of V.O.F. Fundament, in which case V.O.F. Fundament will only be liable for direct damage. Direct damage is limited to:
a) reasonable costs to assess the cause and the magnitude of the damage, as far as the assessment relates to damage, for which V.O.F. Fundament may be held liable on the basis of these Conditions;
b) any reasonable costs to remedy poor execution by V.O.F. Fundament of the Agreement in order to comply with the Agreement, only as far as this poor execution should be attributed to V.O.F. Fundament; and
c) reasonable costs made to prevent or limit damage , as far as Client proves that those costs have limited the direct damage as referred to in these Conditions.
7.4 V.O.F. Fundament shall not be liable for any indirect damage, which includes consequential damage, missed profit, missed savings and damage by business interruption.
7.5 In case V.O.F. Fundament is determined to be liable for any damage, this liability of V.O.F. Fundament will be limited to the lesser of (i) the fees, excluding VAT and any costs, charged to Client in the 6 months preceding the claim by Client and (ii) the amount paid out by V.O.F. Fundament’ liability insurer in that case.
7.6 V.O.F. Fundament executes the Agreement solely for the benefit of the Client. Third parties cannot derive any right from the Agreement, or performed professional services, not even if they can be considered directly or indirectly as interested party to the result of the professional services performed. V.O.F. Fundament accepts no liability to third parties for professional services performed on behalf of Client.
Article 8. Indemnity
Client shall indemnify V.O.F. Fundament for all costs and damage resulting from any claims of third parties against V.O.F. Fundament in connection with the Agreement, unless a court has established fraud, intent of gross negligence at the side of V.O.F. Fundament. V.O.F. Fundament is authorised to defend himself (also in court) against such claims and / or to settle such claims with third parties.
Article 9. Intellectual property
V.O.F. Fundament reserves all rights and authorities pertaining to him by the Copyright Act (Auteurswet) and any other laws and regulations on intellectual property. V.O.F. Fundament shall be fully authorised to use any knowhow at his side increased by the execution of an Agreement for other purposes, on the condition that by doing so no strictly confidential information of Client will be disclosed to third parties.
Article 10. Confidentiality
10.1 Parties shall keep confidential all confidential information they received from each other in connection with the Agreement. V.O.F. Fundament shall impose that same duty of confidentiality on his subcontractors. The duty of confidentiality will survive the termination of the Agreement.
10.2. V.O.F. Fundament shall not be bound by confidentiality, in case he is required by law, an instruction of a governmental body or a judgement in court to provide confidential information to third parties or investigative bodies designated by law, the respective governmental body or the competent court.
Article 11. Other
11.1 If at any moment one or more provisions of these Conditions are completely or partially void or being rescinded, the other provisions of these Conditions remain applicable. Parties will then open discussions to agree new provisions to replace the void or rescinded provisions, whereby purpose and spirit of the original provisions will be followed as much as possible.
11.2 In case V.O.F. Fundament would not continuously demand strict compliance with these Conditions and / or the Agreement, that would not mean that the provisions thereof are not applicable, or that V.O.F. Fundament in any way would renounce or lose the right to demand strict compliance with the provisions of the Conditions and / or the Agreement.
11.3 The Agreement may only be amended in writing with the preapproval of both Parties.
11.4 With the preapproval of Client V.O.F. Fundament may have the agreed professional services performed by third parties. The applicability of article 7: 404 and article 7: 407 section 2 Civil Code is excluded.
11.5 In case V.O.F. Fundament or third parties engaged by him provide professional services in connection with the Agreement at the location of the Client, the Client will provide without charge any (office) facilities reasonably requested by V.O.F. Fundament.
11.6 Client shall see to it that all information, which V.O.F. Fundament indicates is necessary or which Client reasonably should understand, is necessary for the execution of the Agreement, will be timely provided to V.O.F. Fundament. If the information needed for the execution of the Agreement is not timely provided to V.O.F. Fundament, he has the right to suspend the execution of the Agreement and/ or to charge to Client the extra costs caused by the delay. The execution term does not commence before the Client has provided to V.O.F. Fundament all necessary information.
Article 12. Applicable law and disputes
12.1 The laws of the Netherlands are applicable to these Conditions and the Agreement. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG; the Vienna Convention) is excluded.
12.2 The District Court in The Hague is by exclusion competent to hear any disputes.
Article 13. Reference Conditions
13.1 These Conditions have been deposited at the Chamber of Commerce in Leiden
13.2 Applicable is the version of the Conditions as was applicable at the time of the conclusion of the Agreement.
13.3 These Conditions have been drafted in both Dutch and English. In the event of any difference in substance or interpretation between the two versions of the Conditions, the Dutch text shall prevail and be binding.