Definitions

Client

The natural or legal person who engages Bring out the best, established in Huizen at Dekemastate 10, hereinafter referred to as: “service provider” for the provision of certain services.  

professional

The person who, whether under an (employment) agreement with the service provider, performs services on behalf of the service provider at or on behalf of the client.

 

Article 1 Applicability

  1. These general terms and conditions apply to all quotations from, assignments to and agreements between the service provider and its

Article 2 Quotations and conclusion of the contract

  1. All quotations provided by the service provider and prices and conditions stated therein are always made without obligation and, unless otherwise stated, have a maximum validity of four weeks.
  2. The prices mentioned on offers, quotations and invoices from the service provider are ex VAT and any other taxes, unless explicitly stated otherwise.
  3. In any case, assignments are concluded when a professional of service provider  the execution of the work, even if the agreements have not yet been signed for this purpose.
  4. Offers and quotations do not automatically apply to follow-up assignments unless the parties have explicitly agreed on this in writing.

 

Article 3 Duration and termination of the contract

  1. The contract is entered into for a determined or indefinite period of time. The fixed-term contract ends automatically at the time the agreed time expires when a pre-agreed future event occurs or after the achievement of a certain agreed objective.
  2. If the duration of an assignment is dependent on a future event or the achievement of a certain agreed objective, no interim termination is possible.
  3. Interim termination of a fixed-term assignment is only possible if this has been agreed in writing between the parties, and subject to a notice period of one calendar month.
  4. If and after a pre-agreed future event occurs in the context of a fixed-term contract, a certain agreed objective has been achieved or after the agreed time of the assignment has expired, the assignment is tacitly continued, the assignment shall continue for at least one month or the extension period specified in the order confirmation.
  5. Assignments between service provider and client may be dissolved without judicial intervention and without any notice of default being required at the time when:
    • The client is declared bankrupt.
    • The client applies for a provisional suspension of payment.
    • client by seizing the client’s property,
    • when client is placed under guardianship or otherwise loses the power of disposal over its assets or parts thereof.
    • in the opinion of the service provider, collection of existing or future claims cannot be secured.
  • The Client is in default regarding the fulfilment of any obligation arising from the assignment and/or these general terms and conditions.

If, in the case of a fixed-term agreement, is dissolved for the aforementioned reasons, the service provider is fully entitled to the agreed compensation for the remaining term of the agreement and regardless of whether it has saved costs as a basis for the dissolution or otherwise.

 

Article 4 Provision of information by the client

  1. The Client shall make available to the service providerall information relevant to the execution of the
  2. The Client is obliged to make available all data and documents that the service provider believes to be necessary for the correct execution of the assignment, in a timely manner and in the desired form and in the desired manner.
  3. The Client is in charge of the accuracy, completeness and reliability of the data and documents made available to the Service Provider, even if they come from third parties, insofar as the nature of the assignment does not result otherwise.
  4. The Client indemnifies the service provider against any damage in any form whatsoever resulting from the failure to comply with the provisions of paragraph 1 of this article.
  5. If and insofar as the client so requests, the service provider returns the relevant
  6. If the client does not make available, not in time or not properly the data and documents required by the service provider and the execution of the assignment is delayed as a result, the resulting additional costs and additional fees will be borne by the client.

 

Article 5 Performance of the contract

  1. Service provider will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. However, the service provider is not responsible for information and data provided by the client in the context of the
  2. If and to the extent that proper execution of the assignment requires this, the service provider has the right to have certain activities carried out by third
  3. The choice of the professional who carries out the work in the context of the assignment takes place in close consultation between the service provider and the The service provider reserves the right to withdraw or replace an already nominated professional with another professional at any time.
  4. During the first 5 working days of the professional, the Client has the right to terminate the assignment with immediate effect regarding the relevant professional, if the professional demonstrably does not meet the requirements necessary for the proper performance of the function and the client has informed the service provider at least 1 working day in advance. However, termination of the assignment with immediate effect is not possible if the service provider can take care of replacement within 10 working days. The foregoing applies only to the professional who works for the first time at the client.
  5. The client is not permitted to have the professional perform activities other than those agreed at the time of the assignment or to have the work carried out outside the Netherlands without the prior written permission of the service

Article 6 Working hours, holidays, etc.

  1. The professional of service provider will comply with the working hours usual at the Client.
  2. The professional will work in accordance with the service provider or the guidelines applicable to the Client and the house rules applicable at his workplace.
  3. Any holidays to be taken by the professional will also be coordinated with the client.

Article 7 Withdrawal of the contract

  1. The client is free to terminate the assignment to the service provider at any time.
  2. When the client withdraws the assignment, the client is obliged to pay the wages due, and the expenses incurred by the service provider.

 

Article 8 Safety and liability

  1. The Client is obliged to have the work carried out in accordance with what has been stated by or pursuant to the Working Conditions Act.
  2. The Client is obliged to take such measures and to provide instructions as are reasonably necessary to prevent the professional from suffering damage in the performance of his work and is familiar with the obligation under Article 7:658 paragraph 1 of the Dutch Civil Code.
  3. The Client indemnifies the client against any claims of a professional under Article 7:658 of the Dutch Civil Code or any other legal basis insofar as the claims on working conditions see the client.
  4. The Client indemnifies services provider against any claims of a professional in connection with damage that it suffers as a matter belonging to the professional has been damaged or destroyed in the execution of the work for the client.

Article 9 Confidentiality

Both parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from other sources in the context of their agreement. Information shall be considered confidential unless otherwise communicated by the other party.

Article 10 Intellectual and industrial property

  1. At the request of the client, and only as far as possible, the service provider will endeavour to ensure or promote that all intellectual and industrial property rights to the results of the work, including reports, reports, budgets, drawings, sketches, specifications, and other documents; models and computer files that the professional has produced in the context of the assignment are or will be transferred to the client.
  2. The service provider reserves the right to keep all goods made available to it in the context of the assignment until the client has fully fulfilled his obligations under the agreement as well as all claims of the client for non-compliance with the agreement.
  3. Without prejudice to the provisions of Article 8.1 of these terms and conditions, the service provider reserves the rights and powers vested in it under the Copyright All documents provided by the service provider, such as reports, advice, designs, sketches, drawings, software, working methods, (model) contracts and other mental products of the service provider and that in the broadest sense,are exclusively intended to be used by the other party and may not be reproduced, made public or brought to the notice of third parties by him, whether or not by the involvement of third parties, without your prior consent.  

Article 11 Force majeure

  1. The service provider is not obliged to perform the agreement and is entitled to invoke force majeure in this regard if the execution of the agreement is prevented or complicated in whole or in part, whether temporary or not, by circumstances that are reasonably beyond its control. Force majeure includes, but is not limited to, illness of the professional(s) who performs or would perform the work in the context of the assignment and insofar as it cannot reasonably be replaced by other professionals of the service provider, available at that
  2. In the event of force majeure on the part of the service provider, its obligations will be suspended. If the force majeure lasts longer than 3 (three) months, both the service provider and the service provider are entitled to dissolve the agreement for the non-executable part.

Article 12 Liability

  1. With the exception of the situation as described in Article 9, the service provider guarantees that it will make the agreed Professional available to the client at the beginning of the agreed work. Otherwise, all of the provider’s obligations include an obligation to bring out the best, but without the provider guaranteeing any result.
  2. The total liability of the service provider, and subject to the preceding Article 9, due to an attributable shortcoming in the performance of an agreement or tort is limited to compensation for direct damage and to a maximum of half of the amount of the price stipulated for that agreement. If the agreement also includes a duration agreement with a term of more than 1 (one) year, the liability is also limited to a maximum of half of the total of the fees stipulated for one year but in no case more than € 25,000 (in other words: fifty thousand euros). Direct damage within the meaning of this Article shall mean only:
    1. The reasonable costs – and less the savings – that the client has had to incur in order for the contractor’s performance to comply with the agreement. However, this damage will not be compensated if the client has dissolved the agreement.
    2. Reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these conditions.
    3. Reasonable costs incurred to prevent or limit damage, insofar as these have demonstrably led to the limitation of direct damage within the meaning of these general terms and conditions.
  3. Liability of the service provider for indirect damage, including – and not exhaustively referred to – consequential damage, lost profit, missed savings, reduced goodwill, image damage, damage resulting from claims of customers of the client, damage due to business stagnation and the like, is excluded.
  4. Apart from the cases referred to in Articles 10.1 and 10.2, theprovider is not liable for any compensation, regardless of the ground on which an action for damages would be based.
  5. The liability of the service provider under Article 1 1.2 arises only if the client has duly declared it in default and has given a reasonable period of at least 10 (ten) working days to remedy the shortcoming and the ienst provider continues to fail to fulfil its obligations attributably after that period. The notice of default must contain as detailed a description as possible of the shortcoming, so that the provider is able to respond adequately.
  6. Liability limiting or exclusive conditions, which can be relied on by professionals in connection with the assignment to the d ienst provider, may be relied on by it against the client.
  7. All legal claims against the service provider, including claims for damages, expire within one year after the relevant claim/claim has arisen.

Article 13 Fee

  1. The fee is determined on the basis of actual hours spent and on the basis of the hourly rate, as stipulated in the order confirmation.
  2. The fee does not include VAT, unless explicitly agreed otherwise.
  3. When the agreement is concluded, the parties can agree on a fixed fee. The fixed fee does not include VAT.
  4. In the event of an increase in the professional’s wage costs as a result of (a change of) a government measure and/or other binding regulation and/or as a result of changes in social security contributions and/or tax legislation, and/or collective agreement, the service provider is entitled to adjust the fee
  5. The service provider is also entitled to adjust the fee in connection with the increase in the professional’s remuneration as of 1 January of any calendar year (whether or not on the basis of the CBS index for family consumption).
  6. An adjustment of the fee will be announced by the service provider in writing to the client as soon as
  7. The service provider is responsible for withholding contributions from employee insurance premiums and charges.

Article 14 Method of invoicing

  1. The service provider invoices on the basis of the timesheets drawn up by the professional that bind the client unless there is a fixed fee.
  2. Only at the explicit request of the client will invoice on the basis of written timesheets signed by the client for agreement, which bind the client. By signing these timesheets, the client declares that they have been filled in correctly and completely.
  3. If the client does not sign the timesheets or is negligent in signing the professional’s timesheets for agreement and has not provided the professional with a time sheet – which he believes to be correctly completed – to the service provider within 5 working days of the relevant work, the service provider is entitled to determine the number of hours worked by the professional bindingly, with the agreed scope of work serving as a starting point.
  4. At the request of the client, the service provider will provide the following documents:
  • An extract from the commercial register of the Chamber of Commerce
  • Evidence of the contract relationship between theprovider and the professional to be used

 

Article 15 Payments

  1. Payments must be credited to account number NL79INGB within 14 days of the invoice date and without the client being able to invoke any right to set-off, suspension or otherwise withholding, to account number NL 79INGB Payments to and/or the provision of (an) advance(s) to a professional are not permitted and will in no way lead to a reduction in the claim of the service provider.  
  2. If the client does not pay within the stipulated period, default will automatically take effect from the due date, without theclient being obliged to make any notice of default or In such a case, the client owes interest of 1% per calendar month on the amount owed, whereby part of a month is considered a full month.
  3. If the client proceeds to take measures to collect the claim, the client is obliged to reimburse theclient for all costs incurred inthis regard. This includes all fees to the third parties engaged in this regard and all costs incurred by theprovider within itsown organisation, which can reasonably be attributed in whole or in part to the relevant measures. In that case, the provider has the choice to claim the costs incurred here from the client or to set those costs on a flat-rate basis at 20% of the wrongly undue amount.
  4. Complaints about an invoice must be submitted in writing to the service provider within 8 calendar days after the day of sending the The burden of proof regarding the timely submission of the complaint rests with the client. After this period, complaints will no longer be processed, and the client has processed his right to advertising. A complaint does not detract from the payment obligation.
  5. If payment has not been made within the period specified in article 13.1, the client is immediately in default and obliged to pay the statutory commercial interest under Article 6:119a of the Dutch Civil Code on the invoiced amount as well as the additional costs including the (extrajudicial) collection costs.

Article 16 Takeover of staff

  1. The parties will refrain from making offers to and/or employing each other’s employees, who are responsible for the execution of the assignment, other than after prior consultation and with mutual consent on a case-by-case basis, under penalty of an immediately due and payable fine of € 50,000,00 per
  2. During the execution of the assignment and within one year after termination of the assignment, the Client may not employ any of the persons who are or have been involved in the execution of the assignment or negotiate with these persons about taking up employment with the service provider, on pain of an immediately due and payable penalty by the client to service provider at € 50,000, = per employee.

Article 17 Applicable law

This agreement is governed and interpreted in all parts in accordance with Dutch law; any disputes that may arise in connection with this agreement will be submitted to the competent regional court in Amsterdam.

Article 18 Amendment of the conditions

Any change to these terms and conditions is only binding