Terms and conditions
Article 1 Definitions and general provisions
1.1 De Grijff B.V, located at Rietbaan 2, 2908 LP Capelle aan den IJssel, Chamber of Commerce number 91198380, is referred to in these General Terms and Conditions as service provider.
1.2 Client: the legal entity, which gives the order to De Grijff. De Grijff works for clients in all industries.
1.3 Agreement: the agreement to commission De Grijff to provide services on behalf of the client. The contents of the quotation shall be deemed the contents of the assignment. In it, prices, durations and conditions are further explained.
1.4 Provision of services: the services involve consulting in marketing & sales processes.
Article 2 Applicability of General Terms and Conditions
2.1 These Terms and Conditions shall apply to all services, products, offers, quotations, transactions and agreements with De Grijff. The General Terms and Conditions shall also apply to all agreements with De Grijff whereby third parties are involved in the performance.
2.2 If arrangements are made that deviate from these General Terms and Conditions, these shall be recorded in writing in the quotation. Any deviations from the General Terms and Conditions shall only be valid if expressly agreed in writing in advance.
Article 3 Payment
3.1. Invoices must be paid within 14 days of the invoice date and paid into De Grijff’s account, unless the parties have agreed otherwise in writing or if the invoice states a different payment term.
3.2. If the principal fails to pay within the agreed period, the principal shall be in default by operation of law, without the need for any reminder or notice of default. From that moment the service provider is entitled to suspend the obligations until the principal has fulfilled his payment obligations. If the principal remains in default, the service provider shall proceed to collection. The costs related to such collection shall be for the principal’s account.
3.3. When the client is in default, he owes statutory (commercial) interest, extrajudicial collection costs and other damages to the service provider in addition to the principal sum. The collection costs are calculated according to the Decree on compensation for extrajudicial collection costs.
3.4 In case of liquidation, bankruptcy, attachment or suspension of payment of the principal, the service provider’s claims on the principal are immediately due and payable. If the principal refuses to cooperate with the execution of the order by the service provider, the payment shall become due immediately and the principal shall pay the price agreed upon.
Article 4 Offers and quotations
4.1 An order shall be the subject of a quotation to be confirmed in writing by the client. The quotation shall contain a description of the services, duration and unit costs.
4.2 The quotation shall reflect the cost excluding VAT.
4.3 Offers made by De Grijff are valid for 14 days, unless De Grijff specifies a different period in the offer. Third-party offers shall be valid for 1 month at most, unless another period of acceptance is mentioned in the offer. If the offer is not accepted within that stated period, the offer lapses. Delivery times in offers are indicative and if exceeded do not entitle the client to dissolution or damages, unless the parties have expressly agreed otherwise in writing.
4.4 No rights may be derived from De Grijff’s quotations for future assignments. De Grijff shall not be obliged to offer services at the prices set out in expired quotations. Offers and quotations shall not automatically apply to repeat orders unless expressly agreed in writing.
Article 5 Prizes
5.1. The prices mentioned on offers, quotations and invoices of service provider are exclusive of VAT and any other government levies unless explicitly stated otherwise. The prices of goods shall be based on the cost prices known at that time. Increases thereof which could not be foreseen by the service provider at the time of making the offer or entering into the agreement may give rise to price increases. Prices are exclusive of other government levies, as well as any costs to be incurred in the context of the agreement, including shipping and handling costs, unless otherwise indicated.
5.2. With regard to the provision of services, the parties may agree on a fixed price when the agreement is concluded. If no fixed price is agreed upon, the rate with respect to the services may be determined on the basis of the hours actually spent. The rate shall be calculated according to the service provider’s usual hourly rates applicable to the period in which it performs the work, unless a different hourly rate has been agreed. If no rate based on hours actually worked has been agreed upon, a target price for the provision of services shall be agreed upon, from which the service provider shall be entitled to deviate up to 10%. If the guide price exceeds 10%, De Grijff must inform the client in a timely manner as to why a higher price is justified.
5.3. Any costs incurred in connection with late payment including legal assistance, bailiffs and collection agencies may be charged to the Client by De Grijff.
5.4. The prices in the said offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including shipping and administrative costs, unless otherwise indicated.
5.5. A composite quotation does not oblige De Grijff to perform part of the assignment at a corresponding rate.
5.6. If the Client does not (fully) meet its payment obligations or is in default, it may not use the results made available. De Grijff’s services include functionalities and licenses, advice, (coaching) techniques, deployed materials, files and ideas.
Article 6 Price indexing
The prices, expenses and hourly wages agreed upon when entering into the agreement are based on the price level applied at that time. Service provider has the right to adjust the fees to be charged to client and the terms and conditions applicable to them annually per January 1. Adjusted prices, rates and hourly wages shall be communicated to the client in writing as soon as possible.
Article 7 Provision of information by client
7.1. The Client shall make available to De Grijff all information which the Client knows or should know is relevant to the execution of the assignment. The client is obliged to provide all information requested and/or required by De Grijff for the proper performance of the assignment in a timely manner and in the desired form and manner. The client guarantees the accuracy, completeness and reliability of the information made available to the service provider, even if it originates from third parties, to the extent that the nature of the assignment does not dictate otherwise. If the information and data made available are not correct or complete, this shall be for the account and risk of the client.
7.2. Client shall indemnify service provider for any damage in any form whatsoever resulting from failure to comply with clause 7.1. All information supplied for the purposes of maintenance and financial transactions relating to the linked service shall automatically become the property of De Grijff under the agreement entered into by the parties. De Grijff shall handle such information in good faith and shall reasonably use and/or make available (in part) only when there is a direct need to do so, including but not limited to savings, reminders, offers and legal matters.
7.3. If the client does not, not in time or not completely make available the data and documents required by the service provider and the execution of the order is delayed as a result, the resulting additional costs and additional fees shall be borne by the client.
Article 8. Effort obligation
8.1 The purpose of De Grijff’s services is to actively guide and support companies and/or employees in the activities as desired and stated in the quotation. This support is provided in the broadest sense of the word and is not always (directly) measurable, given the nature of the service. Since De Grijff is dependent on third party functionalities and changes in the market, De Grijff has an obligation of effort.
8.2 De Grijff shall represent the client’s interests to the best of its ability and keep it informed of the progress of the work.
8.3 If third parties are engaged for the assignment, De Grijff shall represent the client’s interests to the best of its ability with third parties working under its direction. Third party products and services passed on shall be governed by the supplier’s general terms and conditions for the client. In the event of a conflict between these terms and conditions, De Grijff’s terms and conditions shall apply to all contacts between De Grijff and the client.
8.4 The Client shall in turn do everything reasonably necessary for a good result. The Client and De Grijff will both use all reasonable efforts unless there is a reasonable case of force majeure.
Article 9 Withdrawal of assignment
9.1. The services are provided for a specified period as set forth in the quotation. Withdrawal of the order is not possible within the specified period, provided it is confirmed in writing by De Grijff.
9.2 In the case of an indefinite term contract, the client has the right to terminate the assignment at any time, provided written notice is given to De Grijff at least 14 days before the invoice date.
9.3. If client does not timely withdraw with prior written confirmation, payment of the entire amount remains due. If the amount is not paid on time, it will be increased by the costs including but not limited to collection costs, expenses and administration costs.
Article 10 Execution of the Agreement
10.1. The service provider shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
10.2. Service Provider has the right to have work performed by third parties. De Grijff shall perform the assignments and projects subject to the right of substitution. This is the right to be replaced by a third party expert, including but not limited to in the event of force majeure. If De Grijff exercises the right of substitution, De Grijff shall indicate to the client in a timely manner for what reason and by whom the replacement will be made. De Grijff shall take all reasonable measures and make every effort to keep the substitution as short as possible. After the substitution, De Grijff shall perform the assignment or project itself.
10.3. Performance shall be by mutual agreement and upon written agreement and payment of any agreed advance payment.
10.4. It is the responsibility of the client that the service provider can start the assignment in a timely manner. Circumstances including but not limited to; non-working login details, re-application of login details, changed passwords, changes in system functionalities, non-acceptance of the terms and conditions applicable to the functionalities and missing components cannot be blamed on De Grijff and shall be at the expense and risk of the client.
Article 11 Contract duration
11.1. The agreement between the client and service provider is entered into for the term specified in the offer, after the expiration of this term, the agreement will be renewed for an indefinite period per month. Provided otherwise agreed upon.
11.2. If the parties agree on a period within the term of the agreement for the completion of certain work, this shall not be a deadline. If this period is exceeded, the client must give De Grijff written notice of default.
Article 12 Modification of the agreement
12.1. If, during the execution of the agreement, it appears that the proper execution of the assignment requires the work to be performed to be changed or adapted, the parties in a timely manner and by mutual agreement the agreement accordingly.
12.2. If the parties agree to amend or supplement the contract, the time of completion of performance may be affected. The client may, if an amendment is desired, reasonably not demand delivery on the original delivery date as agreed without the request for amendment. Service provider shall notify the client as soon as possible. If the change or supplement to the agreement has financial and or qualitative consequences, service provider shall inform client in writing as soon as possible.
12.3. If the parties agree on a fixed fee, De Grijff shall indicate to what extent the amendment or supplement to the agreement will result in an overrun of this fee.
Article 13 Force Majeure
13.1. In addition to the provisions of article 6:75 of the Civil Code, a service provider’s failure to fulfill any obligation to the client cannot be attributed to the service provider in case of a circumstance independent of the service provider’s will, as a result of which the fulfillment of its obligations to the client is fully or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be required of the service provider. Such circumstances include but are not limited to failure to perform by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions, government measures, public health measures and work stoppages.
13.2. If a situation as referred to above occurs as a result of which De Grijff is unable to fulfill its obligations to the client, those obligations shall be suspended for as long as the service provider is unable to fulfill its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties shall have the right to dissolve the agreement in whole or in part in writing. In the case referred to in the second paragraph of this article, De Grijff shall not be liable for compensation of any damage.
Article 14 Liability
14.1 De Grijff warrants that the services provided have been carefully compiled by or on its behalf and are at De Grijff’s disposal.
14.2 The Client shall indemnify De Grijff against third party claims regarding intellectual property rights on materials or data provided by the Client, which are used in the assignment. If the Client provides De Grijff with information carriers, electronic files or software, etc., the Client guarantees that the information carriers, electronic files or software are free of viruses.
14.3 The Client shall indemnify De Grijff or persons engaged by De Grijff in the assignment against all claims by third parties resulting from the application or use of the result of the assignment.
14.4 De Grijff shall report any errors found as soon as possible, however De Grijff cannot be held liable for (the consequences of) errors or defects in material or instruction made available by the Client or third parties. De Grijff shall not be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
14.5 Direct damages include only:
- the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to the damage within the meaning of these terms and conditions;
- any reasonable costs incurred to correct the established defective performance of De Grijff;
- reasonable costs incurred to prevent or limit the damage, to the extent that the client demonstrates that these costs led to a limitation of direct damage as referred to in these general terms and conditions.
14.6. De Grijff’s liability for damages shall be limited to an amount reasonably proportional to the scope of the engagement to the amount of the fee. If the damage is reasonably reparable by De Grijff then De Grijff will be given the opportunity to repair the damage before the client proceeds to claim damages. Client shall reasonably take all possible measures and reasonably necessary insurance to prevent and limit damage.
14.7. Any liability shall expire after one year from the time the assignment is completed.
14.8. After completion of the assignment, both Client and De Grijff have no retention obligation with respect to the materials and data used except for the duties under applicable privacy laws and regulations and the Personal Data Protection Act.
Information about the storage and processing of this data can be consulted in De Grijff’s Privacy Statement.
Article 15 Offset
15.1. Client has no independent right or authority to set off any debt or performance to De Grijff.
15.2. If the client wishes to set off a claim against a debt or performance owed to De Grijff, the client must submit a written request to this effect to De Grijff. De Grijff shall then decide on this request and notify the client as soon as possible.
Article 16 Suspension
16.1 When the Client terminates the agreement, it shall reimburse the Client’s fee, costs incurred including mileage allowances and third-party costs of the work performed until then. In addition, De Grijff shall be entitled to compensation for loss of earnings.
16.2 If De Grijff terminates the agreement due to an attributable failure on the part of the Client, the Client shall pay the fee, costs incurred and third-party costs relating to the work performed up to that time.
16.3 Client and De Grijff may terminate the agreement immediately in the event of bankruptcy or suspension of payments of the other party.
16.4 De Grijff is authorized to dissolve the agreement (or have it dissolved) if circumstances arise which are of such a nature that performance of the agreement is impossible or can no longer reasonably be expected. Dissolution shall also be possible if the circumstances are of such a nature that it cannot be expected that the agreement cannot be maintained unchanged.
16.5 If the assignment, for whatever reason, is terminated prematurely, the client is not (longer) permitted to use the advice, software, materials or ideas provided to him and all rights to all services expire.
Article 17 Transfer of rights
Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision counts as a clause with property law effect as referred to in article 3:83 second paragraph: Civil Code. Extinction of claim: any right to compensation by the service provider shall in any case expire 12 months after the event from which the liability directly or indirectly arises. Article 6:89 Civil Code remains applicable to this article.
Article 18 Indemnification
The client shall indemnify service provider against all third party claims related to the services provided by service provider. All exclusions of liability from Article 14 and retention of intellectual property rights by De Grijff from Article 21 shall apply mutatis mutandis to this article.
Article 19 Right to complain
19.1. The client is obliged to immediately report complaints about the work performed to the service provider in writing. The complaint shall contain as detailed a description as possible of the shortcoming, so that the service provider is able to respond adequately. In any case, a complaint cannot lead to service provider being held to perform completely different work than agreed upon.
19.2. The parties will make efforts to reach a mutually agreed-upon resolution of the complaint before proceeding with legal proceedings.
Article 20 Retention of title and lien
20.1. The items present at the client’s premises and delivered items and parts shall remain the property of De Grijff until the client has paid the entire agreed price. Until such time, the service provider may invoke its retention of title and repossess the items.
20.2. If the agreed advance payment amounts are not paid or not paid on time, De Grijff shall have the right to suspend the work until the agreed portion is still paid. In such a case there shall be a creditor’s default. Late delivery in such a case cannot be held against the service provider, De Grijff shall not be authorized to pledge or otherwise encumber any items subject to its retention of title.
20.3. If goods have not yet been delivered and the agreed advance payment or price has not been paid in accordance with agreement, the service provider has the right of retention. The item will then not be delivered until client has paid in full and in accordance with agreement. In case of liquidation, insolvency or suspension of payment of client, client’s obligations shall be immediately due and payable.
Article 21 Intellectual property
21.1 Within the project, De Grijff shall use all techniques, administrative software and ideas at its disposal to arrive at the most appropriate service and/or advice for the Client.
21.2 The materials and electronic files deployed by De Grijff during the project are and shall remain the property of De Grijff.
21.3 The Client shall be granted permission and access to the use of the coaching, deployed materials, files and ideas within the agreed or intended performance of the services only exclusively for the duration of the execution of the assignment. The resources and materials, including also the licenses for administrative software, are not freely transferable to third parties, in particular this applies to the construction and composition of the package.
21.4 Unless the parties have agreed otherwise in writing, service provider retains all intellectual absolute rights, including but not limited to copyright, patent right, trademark right: drawings and models right on the designs created by the parties themselves, drawings, writings, carriers with data or other information, offers, images, sketches, models, models and the like. The said intellectual absolute rights may not be copied, shown and/or made available to third parties or used in any other way without the written consent of service provider.
21.5. The Client and de Grijff undertake to keep confidential any confidential information made available. Confidential information shall in any case mean that to which this article relates, as well as company data.
21.6. De Grijff reserves the right to use the results of the agreed services for commercial purposes. Results include but are not limited to selection criteria for desired target groups and other relevant information. Commercial purposes include but are not limited to marketing, publication on the De Grijff website and the De Grijff LinkedIn page. If the client does not consent to the use of the results of the agreements and/or use for commercial
purposes then the client must give prior and timely written notice. If client does not object in any way to the use pursuant to this article then the permission is deemed to have been given.
Article 22 Non-acquisition of personnel
22.1 The Client shall not employ any employees of the Service Provider (or of companies called upon by the Service Provider for the performance of this agreement and who are or have been involved in the performance of the agreement). Nor shall he otherwise employ them directly or indirectly.
22.2 The prohibition in Article 22.1 applies during the term of the agreement until one year after its termination. The only exception to this prohibition is if the parties make other agreements in good business consultation. The agreements shall only apply if they have been recorded in writing in advance.
Article 23 Dispute resolution
23.1. These general terms and conditions are governed by Dutch law. The Dutch court is competent to take cognizance of all disputes arising from these General Terms and Conditions.
23.2. If one or more provisions of these General Terms and Conditions are disapplied by the court, the remaining provisions shall continue to apply. The provision left out of application will be filled in as much as possible in the light and intent of these General Conditions.
23.3. De Grijff will ensure that the most recent version of the Terms and Conditions is published on the website.
23.4. The most recent version of the General Conditions will apply to all current and new agreements, quotations, offers, confirmations and all other documents to which these General Conditions have been declared applicable.
23.5. De Grijff reserves the right to unilaterally amend the General Terms and Conditions annually at a time chosen by De Grijff. In the event of amendment, De Grijff will arrange for the publication of the General Terms and Conditions on its website.