In the general terms and conditions, the following definitions apply:
1.1 Client: the party that gives the order;
1.2 Contractor: CSO International B.V.;
1.3 Assignment or Agreement: the assignment agreement, in which the Contractor undertakes to perform work towards the Client.
2.1 These general terms and conditions apply to all services provided by the Contractor to the Client, except insofar as the content of these general terms and conditions is deviated from in the order confirmation;
2.2 The applicability of the Client's General Terms and Conditions is expressly rejected by the Contractor.
3. Conclusion of the agreement
3.1 The agreement is formed by these general terms and conditions together with the order confirmation and is concluded at the moment that the order confirmation signed by the Contractor and the Client is returned by the Contractor;
3.2 If the Assignment has been given orally, or if the order confirmation has not (yet) been signed – signed – has been returned, the Assignment is deemed to have been concluded subject to the applicability of these general terms and conditions at the moment that the Contractor, at the Client's request, communicates with the execution of the Assignment has started;
3.3 The agreement replaces all previous proposals or agreements and is entered into for an indefinite period of time, unless it follows from the content, nature or purport of the Assignment granted that it has been entered into for a definite period of time.
4. Cooperation by the client
4.1 The Client must ensure that all information and documents that the Contractor, in its opinion, needs for the correct and timely execution of the Assignment, are made available to the Contractor in a timely manner and in the form and manner desired by the Contractor;
4.2 The Client must ensure that the Contractor is immediately informed about facts and circumstances that may be important in connection with the correct execution of the Assignment;
4.3 Unless the nature of the Assignment dictates otherwise, the Client is responsible for the correctness, completeness and reliability of the data and documents made available to the Contractor, even if they originate through or from third parties.
5. Execution of the Order
5.1 All work performed by the Contractor is performed to the best of its knowledge and ability in accordance with the requirements of good workmanship. With regard to the intended work, there is a best efforts obligation on the part of the Contractor, unless expressly provided otherwise;
5.2 The Contractor determines the manner in which and by which employee(s) the Assignment that has been granted will be carried out, but takes into account the requirements made known by the Client as much as possible;
5.3 The Contractor may only perform and charge the Client for more work than for which the Assignment has been issued, if the Client has given permission for this in advance;
5.4 The Contractor will maintain a work file with regard to the Assignment containing copies of relevant documents, which is the property of the Contractor.
6.1 Unless prescribed by law or other (professional) rule obliges it to do so, the Contractor is obliged to maintain confidentiality towards third parties with regard to confidential information obtained from the Client. The Client can grant an exemption in this regard;
6.2 Subject to the written permission of the Client, the Contractor is not entitled to use the confidential information made available to it by the Client for a purpose other than that for which it was obtained. An exception is made to this in the event that the Contractor acts for itself in disciplinary, civil or criminal proceedings in which this may be important;
6.3 Unless there is any legal provision, regulation or other (professional) rule that obliges the Client to disclose or has given the Contractor's prior written permission to do so, the Contractor will not disclose the content of reports, advice or other expressions, whether written or not, of the Contractor. disclose to third parties;
6.4 The Contractor and the Client will impose their obligations under this article on third parties to be engaged by them;
6.5 If not deemed to be in conflict with the provisions of Articles 6.1 and 6.2, the Contractor is entitled to state in outline the work performed to (potential) clients of the Contractor and only as an indication of the Contractor's experience.
7.1 If, after the conclusion of the Agreement, but before the Assignment has been fully executed, rate-determining factors, such as wages and/or prices, undergo a change, the Contractor is entitled to adjust the previously agreed rate accordingly;
7.2 The Contractor's fee is exclusive of the Contractor's expenses and exclusive of invoices from third parties engaged by the Contractor;
7.3 All rates are exclusive of turnover tax and other levies that are or may be imposed by the government.
8.1 Payment by the Client must be made, without deduction, discount or set-off, within 14 days of the invoice date. Payment must be made in the currency indicated on the invoice, by means of transfer to a bank account to be designated by the Contractor. Objections to the amount of the invoices submitted do not suspend the Client's payment obligation;
8.2 If the term referred to under 8.1 is exceeded, the Client will be in default by operation of law after having been reminded at least once by the Contractor to pay within a reasonable term. In that case, the Client will owe statutory interest on the amount owed from the date on which the amount owed has become due and payable until the time of payment. In addition, all costs of collection after the Client is in default, both judicial and extrajudicial, will be borne by the Client. The extrajudicial costs are set at at least 10% of the principal and interest, without prejudice to the right of the Contractor to claim actual extrajudicial costs that exceed this amount;
8.3 If the financial position and/or payment behavior of the Client gives rise to this in the Contractor's opinion, the Contractor is entitled to require the Client to immediately furnish (additional) security in a form to be determined by the Contractor and/or make an advance;
8.4 In the event of an Assignment issued jointly, the Clients are jointly and severally liable for payment of the full invoice amount insofar as the work has been performed for the benefit of the joint Clients.
9.1 Complaints with regard to the work performed and/or the invoice amount must be submitted in writing within 30 days of the sending date of the documents or information about which the Client complains, or within 30 days of the discovery of the defect, if the Client demonstrates that he cannot reasonably could discover earlier, to be made known to the Contractor;
9.2 Complaints as referred to in the first paragraph do not suspend the Client's payment obligation. Under no circumstances is the Client entitled to postpone or refuse payment for services rendered by the Contractor on the basis of a complaint relating to a specific service than to which the complaint relates;
9.3 In the event of a justified complaint, the Client has the choice between adjusting the fee charged, improving or re-performing the rejected work free of charge or not (any longer) performing the Assignment in whole or in part against a refund in proportion to the amount paid by the Client. Client already paid fee.
10. Delivery time
10.1 If the Client owes an advance payment or must provide information and/or materials required for the execution, the term within which the work must be completed does not commence until the payment has been received in full by the Contractor, respectively the information and/or materials have been made fully available to it;
10..2 Because the duration of the Assignment can be influenced by all kinds of factors, the periods within which the work must be completed can only be regarded as strict deadlines if this has been agreed in writing;
10.3 Unless it has been established that execution is permanently impossible, the Agreement cannot be dissolved by the Client due to the term being exceeded, unless the Contractor also does not perform the Agreement or does not perform it in full within a term notified to it in writing after the agreed delivery period has expired. Dissolution is then permitted in accordance with Article 265, Book 6 of the Dutch Civil Code.
11.1 The Client and the Contractor may terminate the Agreement (prematurely) at any time by registered letter with due observance of a reasonable notice period, unless reasonableness and fairness oppose termination or termination within such a period;
11.2 The Agreement may be terminated by either party by registered letter (prematurely) without observing a notice period in which case the other party is unable to pay its debts or if a receiver, administrator or liquidator has been appointed, the other party undergoes a debt restructuring, or ceases its activities for any other reason or if the party considers the occurrence of one of the above circumstances in one party reasonably plausible or if a situation has arisen that justifies immediate termination in the interest of the terminating party;
11.3 If the Contractor has given (premature) termination, the Client is entitled to cooperation from the Contractor in the transfer of work to third parties, unless the termination is based on facts and circumstances that can be attributed to the Client. In all cases of (premature) termination, the Contractor retains the right to payment of invoices for work it has performed up to that point, whereby the provisional results of the work performed up to that point will be made available to the Client subject to change. Insofar as the transfer of the work entails additional costs for the Contractor, these will be charged to the Client;
11.4 Upon termination of the Agreement, each of the parties must immediately hand over to that other party all goods, matters and documents that are the property of the other party in its possession.
12.1 The Contractor will perform its work to the best of its ability, while exercising the due care that can be expected from the Contractor. If an error is made because the Client has provided the Contractor with incorrect or incomplete information, the Contractor is not liable for the resulting damage. If the Client demonstrates that it has suffered damage due to an error on the part of the Contractor that would have been avoided if it had acted with care, the Contractor is liable for that damage up to a maximum of one of the amounts set out in sub a and sub b of this article, unless the on the part of the Contractor there is intent or equivalent gross negligence;
Sub a in the case of a consultancy or research assignment, the Contractor is liable up to a maximum of one time the amount of the fee for the relevant Assignment. In the case of an Assignment with a longer duration of more than 6 months, the liability referred to here is limited to a maximum of the fee that the Contractor has received for its work in the last 6 months of the Assignment;
Sub b in the case of an Assignment for training and/or workshop, the Contractor is liable up to a maximum of the amount of the fee that the Contractor has received in the context of the relevant Assignment.;
12.2 The Client indemnifies the Contractor against claims from third parties due to damage caused by the Client providing the Contractor with incorrect or incomplete information, unless the Client demonstrates that the damage is not related to culpable acts or omissions that are attributable to it or is caused by intent. or equivalent gross negligence on the part of the Contractor;
12.3 The liability limitations laid down in paragraph 1 sub a and sub b of this article are also stipulated for the benefit of third parties engaged by the Contractor for the execution of the Assignment, who can therefore invoke this limitation of liability directly.
13. Contract Assignment / Indemnification
13.1 The Client is not permitted to transfer (any obligation under) the Agreement to third parties, unless the Contractor expressly agrees to this. The Contractor is entitled to attach conditions to this permission;
13.2 The Client indemnifies the Contractor against all third-party claims that may arise as a result of the Client's failure to fulfill or incorrectly fulfill any obligation under the Agreement and/or these general terms and conditions.
The Contractor must comply with the relevant independence regulations of national and international regulators. In order to enable the Contractor to comply with the relevant independence regulations, the Client is obliged to provide the Contractor with timely, correct and complete information about the legal structure and control relationships of (the group to which) the Client (belongs), all financial and other interests and participations of the Client, as well as of all other (financial) partnerships concerning its company or organization, all this in the broadest sense of the word.
15. Internet usage
During the execution of the Assignment, the Client and the Contractor will be able to communicate with each other at the request of one of them by means of electronic mail. Both the Contractor and the Client acknowledge that there are risks associated with the use of electronic mail. The Client and the Contractor hereby establish that they cannot be held liable towards each other for damage that may arise to one or all of them as a result of the use of electronic mail. Both the Client and the Contractor will do or fail to do everything that can reasonably be expected of each of them to prevent the occurrence of such risks. In case of doubt regarding the correctness of the e-mail received by the Client or the Contractor, the content of the e-mail sent by the sender is decisive.
16. Expiration Period
Insofar as not provided otherwise in the Agreement, rights of action and other powers of the Client on any grounds whatsoever vis-à-vis the Contractor shall in any case lapse after the lapse of one year from the moment at which a fact occurs that the Client has these rights and/or powers vis-à-vis the Contractor. can use.
17. Distance from Judge
Failure to directly enforce any right or power of the Contractor will not affect or limit the rights and powers of the Contractor under this Agreement. Waiver of rights of any provision or condition in the agreement will only be effective if entered into in writing.
If and insofar as it is not possible to invoke any provision of the Agreement on the basis of reasonableness and fairness or the unreasonably onerous character, the relevant provision will in any case be given a meaning that is as similar as possible in terms of content and purport, so that can be invoked.
19. After Effects
The provisions of this Agreement, which are expressly or tacitly intended to survive termination of this Agreement, shall survive termination and continue to bind both parties.
20. Conflicting Clauses
In the event that these general terms and conditions and the order confirmation contain conflicting terms and conditions, the conditions included in the order confirmation will apply.
21. Applicable law and choice of forum
21.1 All Agreements between the Client and the Contractor are governed by Dutch law;
21.2 Unless the parties expressly agree otherwise in writing, all disputes relating to Agreements between the Client and the Contractor will be decided by the competent court in the district of Rotterdam.
These Terms and Conditions were last amended on: October 30th, 2012
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