Our general conditions

In these conditions the following terms are defined and used as stated below:

• Client
  Any legal entity who has given contractor an instruction to perform services and/or activities of any nature whatsoever.
   
• Contractor
  ERP workforce BV.
   
• Parties
  Client and contractor.
   
• Agreement(s)
  Contract(s) between parties for professional services performed by contractor for client.
   
• Third party
  Any legal entity who has been given an instruction by client or contractor to execute the agreement wholly or in part.
   
• Force majeure
  Any circumstance beyond the control of contractor as a result of which contractor cannot reasonably be expected to execute the agreement wholly or in part.
   
  

2.1.
These general conditions apply to all offers and all agreements entered into by the contractor, regardless of how they are called.
 
2.2.
Any supplementary agreements or modifications, as well as agreements or promises by contractor at a later stage will not be binding on contractor unless contractor has confirmed them to client in writing.
 

3.1.
All offers made by contractor are without obligation, unless otherwise expressly agreed in writing.
 
3.2.
Client is obliged to provide contractor without delay with all complete and accurate details, information and documents requested by contractor, on the basis of which contractor will make the client an offer.
 
3.3.
An agreement is only formed after the client has irrevocably accepted an offer made by contractor in writing. Contractor will execute the agreement.
 
3.4.
If an offer does not result in an agreement, contractor is entitled to charge the client for all costs it had to incur to be able to make the offer.
 
3.5.
If it becomes apparent that details, information and documents provided by client are not complete or accurate, client will be in default without any further notice of default being required and contractor will be entitled - at its own discretion - to terminate the agreement with immediate effect and/or terminate its activities effective immediately, or to suspend its activities, in any case subject to the obligation of the client to pay the contractor the agreed fee in full.
 

4.1.
Contractor will execute the agreement to the best of its abilities and is entitled to engage third parties in and for the execution of the agreement.
 
4.2.
If during the execution of agreement, on request of the client, variations are made from the original agreement, the additional costs will be passed on to the client.
 

5.1.
The client is obliged towards contractor to fully comply with all statutory obligations and directions that are related to any activity of the client, unless agreements to the contrary have been made in writing on the matter.
 
5.2.
The client will not (cause to) give a third party any instruction to (cause to) carry out activities that are equal or similar to those carried out by contractor, or to (cause to) tolerate these activities, except with the prior written permission of contractor.
 
5.3.
The client will fully enable contractor to properly carry out its activities.
 
5.4.
If the client fails to (properly) perform any of the obligations mentioned above, the client will be in default without any further notice of default being required and contractor will be entitled - at its own discretion - to terminate the agreement with immediate effect and/or terminate its activities effective immediately, or to suspend its activities, in any case subject to the obligation of the client to pay contractor the agreed fee in full.
 

6.1.
Contractor will send the client an invoice with the agreed fee execution of the activities.
 
6.2.
All fees are exclusive of VAT and other governmental levies.
 
6.3.
The client must pay the invoice, unless otherwise expressly agreed by the parties in writing.
 
6.4.
If the client does not pay the amount due within the stipulated time, the client will automatically be in default and owe contractor interest at 2% per month.
 
6.5.
If the client fails to pay the amount due, contractor will pass on its claim for collection and the client will have to pay contractor all costs involved, the amount of which will be calculated on the basis of the collection rates of the Netherlands Bar Association, subject to a minimum of 500 euro (VAT excluded).
 

7.1.
Each party is obliged to preserve the absolute confidentiality of all confidential details, information and documents that they received from the other party.
 

8.1.
Contractor will only fail to meet any obligation towards the client if it has not complied with a written notice of default given by the client subject to a reasonable period.
 
8.2.
Contractor will not be liable for the damage resulting from any failure of contractor to comply with its obligations towards the client or for any damage directly or indirectly resulting from the execution by or on behalf of contractor of its activities, unless this damage is due to intent or gross negligence of contractor.
 
8.3.
Contractor is not liable for the damage resulting from the fact that products delivered by or on behalf of contractor do not comply with statutory or other requirements set by the government in respect of (the use of) these products.
 
8.4.
Contractor is not liable for the damage resulting from errors or omissions from third parties charged by contractor with the execution of the activities or supply of the products. In particular, contractor will never be liable for consequential damage and trading loss, direct or consequential damage, however named, including loss of profits and loss owing to stoppage, suffered by the client, its employees, and caused at or by anyone put to work by contractor or third parties as a result of full or partial (re)delivery of products, delayed or defective delivery, the failure to deliver products or of the products themselves.
 
8.5.
If and insofar contractor could be held liable towards the client on any ground whatsoever without prejudice to the above, this liability will be limited at all times to the invoice value of the performance that caused the damage.
 
8.6.
The client is liable for all damages regarding (I) people engaged by or on behalf of contractor and (II) products made available by or on behalf of contractor in the execution of the agreement with the client.
 
8.7.
The client is obliged to take out adequate insurance against the damages referred to above.
 
8.8.
The client will indemnify contractor against all claims from third parties regarding damages for which contractor is not liable pursuant to the above.
 

9.1.
Contractor is entitled to subcontract the execution of its activities to a third party wholly or in part, subject to the condition that as a result hereof, the client does not receive a materially different performance that the performance agreed to.
 
9.2.
If contractor feels that the proper execution of its activities requires it, contractor will be entitled to change or make additions to the activities agreed to at its own discretion, after having consulted the client.
 
9.3.
If a fixed price has been agreed for the activities of contractor, contractor will inform the client beforehand if the agreed price will be exceeded as a result of the change and/or addition to the agreed activities. In that case, the client will be obliged to pay contractor the additional work pro rata, as well as the additional costs.
 

10.1.
Contractor retains title to any products it supplies, until all that the client owes contractor for whatever reason will have been satisfied by the client. Contractor retains title at all times to any products made available to the client, whether within the context of the user rights granted to client or not.
 
10.2.
The copyright and other intellectual property rights to offers, reports, proposals, drafts and all other products and/or documents drawn up for the client, which also includes any details and/or software supplied to the client, will remain vested, at all times, in contractor or its licensor. Except with express permission of contractor, the client is not entitled to use, reproduce or disclose the records and/or documents mentioned above other than within the context of the agreement.
 
10.3.
The client will refrain from executing or causing to execute ideas or proposals from contractor, whether detailed or not, without consulting contractor.
 
10.4.
Any breach of the provisions set out above in 10.1 to 10.3 will result in the client being liable to pay contractor an amount of 25.000 euro per breach, without prejudice to any other right of contractor.
 

11.1.
The client is obliged to verbally notify contractor of any complaint about the execution of the agreement by contractor without delay and subsequently, to confirm this to contractor within one (1) working day. If the client fails to do so, contractor is deemed to have fulfilled its obligations. Moreover, contractor is deemed to have fulfilled its obligations if no complaints are submitted within ten (10) working days after execution of the agreement.
 
11.2.
Minor variations in the execution, including those regarding aesthetics, give no grounds for complaint.
 

12.1.
In case of force majeure, contractor will be released from its obligations to perform the agreement for as long as the impediment in question continues to exist.
 
12.2.
The circumstances that in any case will not be at the expense and risk of contractor are:

• Acts or omissions, except for intent or gross negligence, of people deployed by contractor in the execution of the agreement;
• No delivery, late delivery or inadequate delivery to contractor by its suppliers (including power companies and suppliers of computer and telephone equipment);
• Unsuitability of products that contractor uses in the execution of the agreement;
• Strike, lockout, illness, import, export and/or transit prohibitions, engineering interruptions, traffic interruptions, power failures, delivery problems, changed regulations, government measures, production break downs, death, extreme weather conditions, frost, natural disasters, war and/or threat of war and terroristic activities.

12.3.
If the situation of force majeure has lasted longer than three months or if it is certain that the situation of force majeure will last longer than three months, the parties are entitled to terminate the agreement without being subject to any notice period and without being liable to pay any compensation. In case of partial performance, a proportional fee must be paid to contractor.
 

13.1.
Contractor is entitled to terminate the agreement wholly or in part, without any further notice of default or court intervention being required, or - at its own discretion - to suspend further execution of the agreement if:

• the client is fails in the performance of any obligation arising from the agreement;
• the client is declared in state of bankruptcy;
• the client applies for suspension of payment;
• the client is placed under guardianship;
• the legal entity of the client is dissolved or the company of the client is wound up.

 

14.1.
These general conditions are exclusively governed by Dutch law.
 
14.2.
Any dispute that might arise between the parties will first be examined for compatibility with the conditions on which contractor provides its services and/or is authorized to provide its services. If following such examination the dispute still exists, it will be decided by the competent Dutch court in The Hague, The Netherlands with the exclusion of any other court.