Terms & Conditions

Article 1 Definitions and general provisions

1.1 De Grijff BV, located at Bermweg 444, 2907 LD Capelle aan den IJssel, Chamber of Commerce number 91198380, is referred to as a service provider in these General Terms and Conditions. 

1.2 Client : the legal entity that provides the assignment to De Grijff. De Grijff works for clients in all industries. 

1.3 Agreement : the agreement for the assignment to De Grijff to provide services for the client. The content of the quotation applies as the content of the assignment. Prices, terms and conditions are further explained here.  

1.4 Services : the services concern advising in marketing & sales processes.  

Article 2 Applicability General terms and conditions

2.1 These conditions apply to all services, products, offers, quotations, transactions and agreements with De Grijff. The General Terms and Conditions also apply to all agreements with De Grijff, the execution of which involves third parties. 

2.2 If agreements are made that deviate from these general terms and conditions, these will be recorded in writing in the quotation. Any deviations from the General Terms and Conditions are only valid if they have been expressly agreed in writing in advance. 

Article 3 Payment

3.1. Invoices must be paid within 14 days after the invoice date and must be credited to De Grijff, unless the parties have made other agreements about this in writing or if a different payment term is stated on the invoice. 

3.2. If the client does not pay within the agreed period, the client will be in default by operation of law, without any reminder or notice of default being required. From that moment on, the service provider is entitled to suspend the obligations until the client has met his payment obligations. If the client remains in default, the service provider will proceed with collection. The costs related to this collection will be borne by the client. 

3.3. If the client is in default, in addition to the principal sum, he also owes statutory (commercial) interest, extrajudicial collection costs and other damages to the service provider. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs. 

3.4 In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of the service provider on the client are immediately due and payable. If the client refuses to cooperate in the execution of the assignment by the service provider, payment becomes immediately due and the client must pay the agreed price for the assignment.

Article 4 Offers and quotations

4.1 A quotation is made for an assignment, which must be confirmed in writing by the client. The quotation contains a description of the service, duration and costs per unit.

4.2 The quotation shows the costs excluding VAT. 

4.3 Quotations from De Grijff are valid for 14 days, unless De Grijff mentions a different period in the quotation. Third party offers are valid for a maximum of 1 month, unless a different acceptance period is stated in the offer. If the offer is not accepted within that stated period, the offer will lapse. Delivery times in quotations are indicative and do not entitle the client to termination or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing. 

4.4 No rights can be derived from De Grijff’s quotations for future assignments. De Grijff is not obliged to offer the service for the prices from expired quotations. Offers and quotations do not automatically apply to repeat orders, unless this has been expressly agreed in writing. 

Article 5 Prices

5.1. The prices stated on offers, quotations and invoices from the service provider are exclusive of VAT and any other government levies unless expressly stated otherwise. The prices of goods are based on the cost prices known at that time. Increases in this amount that could not have been anticipated by the service provider at the time of making the offer or concluding the agreement may lead to price increases. The prices are exclusive of other government levies, as well as any costs to be incurred in the context of the agreement, including shipping and administration costs, unless otherwise stated. 

5.2. With regard to the services, the parties can agree on a fixed price when concluding the agreement. If no fixed price has been agreed, the rate relating to the service can be determined on the basis of the hours actually spent. The rate is calculated according to the usual hourly rates of the service provider applicable for the period in which he carries out the work, unless a different hourly rate has been agreed. If no rate has been agreed on the basis of the actual hours spent, a target price will be agreed for the service, with the service provider being entitled to deviate from this by up to 10%. If the target price is more than 10% higher, De Grijff must inform the client in a timely manner why a higher price is justified. 

5.3. De Grijff can charge the Client any costs associated with late payment, including legal assistance, bailiffs and collection agencies. 

5.4. The prices in the mentioned 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 administration costs, unless otherwise stated. 

5.5. A composite quotation does not oblige De Grijff to carry out part of the assignment at a corresponding rate. 

5.6. If the Client does not (fully) fulfill its payment obligations or remains in default, it may not use the results made available. De Grijff’s services include functionalities and licenses, advice, (coaching) techniques, the materials used, files and ideas.  

Article 6 Price indexation

The prices, expenses and hourly wages agreed upon when entering into the agreement are based on the price level applied at that time. The service provider has the right to adjust the fees to be charged to the client and the applicable conditions annually as of January 1. Adjusted prices, rates and hourly wages will be communicated to the client in writing as soon as possible.

Article 7 Provision of information by client

7.1. The Client makes all information that the Client knows or should know is relevant to the execution of the assignment available to De Grijff. The Client is obliged to provide all information that De Grijff requests and/or requires for the correct execution of the assignment, in a timely manner and in the desired form and manner. The Client guarantees the accuracy, completeness and reliability of the data made available to the service provider, even if it originates from third parties, insofar as this does not arise otherwise from the nature of the assignment. If the information and data made available are not correct or complete, this will be at the expense and risk of the client. 

7.2. The Client indemnifies the service provider against any damage in any form whatsoever resulting from failure to comply with the provisions of Article 7.1. All information provided for the purpose of maintenance and financial transactions relating to the linked services automatically becomes the property of De Grijff under the agreement concluded by the parties. De Grijff will handle this information with all due care and in good faith and will only reasonably use and/or make it available (in part) when there is a direct need for this, including but not limited to savings, reminders, quotations and legal matters. 

7.3. If the client does not provide the data and documents required by the service provider on time or incompletely 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 8. Best efforts 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 offered 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 the functionalities of third parties and changes in the market, De Grijff has an obligation of best efforts.

8.2 De Grijff will represent the interests of the client as best as possible and keep him informed of the progress of the work.

8.3 If third parties are engaged for the assignment, De Grijff will represent the interests of the client as best as possible with third parties who work under its direction. The general terms and conditions of the supplier apply to the client for passed on products and services from third parties. In the event of any conflict between these conditions, De Grijff’s conditions apply to all contacts between De Grijff and the client. 

8.4 The Client will in turn do everything that is reasonably necessary for a good result. The Client and De Grijff will both make all reasonable efforts, unless there is reasonably a case of force majeure. 

Article 9 Withdrawal of assignment

9.1. The services are provided for a certain period as stated in the quotation. Withdrawal of the order is not possible within the specified period, unless confirmed in writing by De Grijff. 

9.2 With an agreement for an indefinite period, the client has the right to terminate the assignment at any time, provided this is communicated to De Grijff in writing at least 14 days before the invoice date.

9.3. If the client does not withdraw in time 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, costs and administration costs.

 

Article 10 Execution of the agreement

10.1. The service provider carries out the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. 

10.2. The service provider has the right to have work carried out by third parties. De Grijff carries out 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 will inform the client in a timely manner for what reason and by whom the replacement will be made. De Grijff will take all reasonable measures and make every effort to ensure that the substitution takes as short a time as possible. After the substitution, De Grijff will carry out the assignment or project himself. 

10.3. Implementation takes place in mutual consultation and after written agreement and payment of any agreed advance. 

10.4. It is the client’s responsibility that the service provider can start the assignment on time. Circumstances including but not limited to; non-working login details, re-requesting login details, changed passwords, changes in system functionalities, non-acceptance of the conditions applicable to the functionalities and the absence of parts cannot be invoked against De Grijff and are at the expense and risk of the client. 

Article 11 Contract duration of assignment

11.1. The agreement between client and service provider is entered into for the term stated in the quotation; after this term has expired, the agreement will be extended indefinitely per month. Unless otherwise agreed.  

11.2. If the parties agree on a deadline for the completion of certain work within the term of the agreement, this is not a strict deadline. If this period is exceeded, the client must give De Grijff written notice of default. 

Article 12 Changes to the agreement

12.1. If during the execution of the agreement it appears that proper execution of the assignment is necessary to change or adjust the work to be carried out, the parties will terminate the agreement accordingly in a timely manner and in mutual consultation. 

12.2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. If a change is desired, the client cannot reasonably demand delivery on the original delivery date as agreed without a request for change. The service provider will inform the client of this as soon as possible. If the change or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client of this in writing as soon as possible. 

12.3. If the parties agree on a fixed fee, De Grijff will indicate to what extent the amendment or addition to the agreement will result in this fee being exceeded. 

Article 13 Force majeure

13.1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the service provider to fulfill any obligation towards the client cannot be attributed to the service provider in the event of a circumstance beyond the control of the service provider, which prevents the fulfillment of its obligations. towards the client is prevented in whole or in part or as a result of which the fulfillment of his obligations cannot reasonably be expected from the service provider. These circumstances include, but are not limited to, non-performance 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 cannot fulfill its obligations towards the client, those obligations will be suspended as long as the service provider cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to terminate the agreement in whole or in part in writing. In the case referred to in the second paragraph of this article, De Grijff is not obliged to pay compensation for any damage. 

Article 14 Liability

14.1 De Grijff guarantees that the services provided by or on behalf of him have been carefully compiled and that De Grijff has access to them. 

14.2 The Client indemnifies De Grijff against claims from third parties relating to intellectual property rights to materials or data provided by the Client and used in the assignment. If the Client provides De Grijff with information carriers, electronic files or software, etc., it guarantees that the information carriers, electronic files or software are free of viruses. 

14.3 The Client indemnifies De Grijff or persons engaged by De Grijff for the assignment against all claims from third parties as a result of the application or use of the result of the assignment. 

14.4 De Grijff will report any errors found as soon as possible, but De Grijff cannot be held liable for (the consequences of) errors or defects in materials or instructions made available by the client or third parties. De Grijff is not liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation. 

14.5 Direct damage only includes: 

• the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to the damage within the meaning of these conditions;
•  any reasonable costs incurred due to the established defective performance of De Grijff;
•  reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.

14.6. De Grijff’s liability for damage is limited to an amount that is reasonably proportionate to the size of the assignment and the amount of the fee. If the damage can be reasonably repaired by De Grijff, De Grijff will be given the opportunity to repair the damage before the client proceeds to claim compensation. The Client will take all reasonable measures and reasonably necessary insurance to prevent and limit damage. 

14.7. Any liability expires after one year from the moment the assignment is completed. 

14.8. After completing the assignment, both the Client and De Grijff have no obligation to retain the materials and data used, except for the obligations under the 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 Settlement

15.1. The Client has no independent right or authority to offset a debt or performance to De Grijff. 

15.2. If the client wishes to settle a claim against a debt or performance to De Grijff, the client must submit a written request to this effect to De Grijff. De Grijff will then make a decision on this request and inform the client as soon as possible. 

Article 16 Suspension

16.1 If the Client terminates the agreement, he will reimburse fees, costs incurred including mileage allowance and third party costs for the work carried out to date. In addition, De Grijff is entitled to compensation for loss of income. 

16.2 If De Grijff terminates the agreement due to an attributable shortcoming on the part of the Client, the Client will pay the fee, costs incurred and third party costs relating to the work performed to date. 

16.3 The Client and De Grijff can immediately terminate the agreement in the event of bankruptcy or suspension of payment of the other party. 

16.4 De Grijff is entitled to terminate the agreement if circumstances arise that are of such a nature that compliance with the agreement is impossible or can no longer reasonably be expected. Dissolution is also 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 is terminated prematurely for whatever reason, the client is no longer permitted to use the advice, software, materials or ideas made available to him and all rights to all services lapse.

Article 17 Transfer of rights

Any rights of either party under this Agreement may not be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in Article 3:83 second paragraph: Civil Code. Expiry of the claim: any right to compensation from the service provider expires in any case 12 months after the event from which the liability arises directly or indirectly. Article 6:89 of the Dutch Civil Code continues to apply to this article.

Article 18 Indemnification

The client indemnifies the service provider against all claims from third parties related to the services provided by the service provider. All exclusions of liability from Article 14 and the retention of intellectual property rights by De Grijff from Article 21 apply mutatis mutandis to this article.

Article 19 Right to Complaint

19.1. The Client is obliged to report complaints about the work performed immediately in writing to the service provider. The complaint contains a description of the shortcoming that is as detailed as possible, so that the service provider is able to respond adequately. In any case, a complaint cannot lead to the service provider being obliged to perform completely different activities than those agreed. 

19.2. The parties will make every effort to resolve the complaint through proper consultation before proceeding with legal proceedings. 

Article 20 Retention of title and right of retention

20.1. The goods present at the client’s premises and delivered goods and parts remain the property of De Grijff until the client has paid the entire agreed price. Until then, the service provider can invoke its retention of title and take back the goods. 

20.2. If the agreed advance payment amounts are not paid or are not paid on time, De Grijff has the right to suspend the work until the agreed part has been paid. In that case there is creditor default. In that case, a late delivery cannot be invoked against the service provider. De Grijff is not entitled to pledge or encumber in any other way the items falling under his retention of title. 

20.3. If goods have not yet been delivered and the agreed advance payment or price has not been paid as agreed, the service provider has the right of retention. The item will then not be delivered until the client has paid in full and as agreed. In the event of liquidation, insolvency or suspension of payment of the client, the client’s obligations are immediately due and payable. 

Article 21 Intellectual property

21.1 De Grijff will use all techniques, administrative software and ideas at its disposal within the project to provide the most appropriate service and/or advice for the Client. 

21.2 The materials and electronic files used by De Grijff during the project are and remain the property of De Grijff. 

21.3 The Client will only be given exclusive permission and access to the use of the coaching, the materials, files and ideas used within the agreed or intended performance of the services for the duration of the execution of the assignment. The resources and materials, including the licenses for administrative software, are not freely transferable to third parties, in particular this applies to the structure and composition of the package. 

21.4 Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights, including but not limited to copyright, patent law, trademark law: drawings and model rights to the designs that the parties have created themselves, drawings, writings, carriers with data or other information, quotations , images, sketches, models, models and the like. The aforementioned intellectual absolute rights may not be copied, shown to third parties and/or made available or used in any other way without the written permission of the service provider. 

21.5. The Client and de Grijff undertake to maintain confidentiality of the confidential information made available. Confidential information in any case means 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. The results include, but are not limited to, the 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 agree to the use of the results of the agreements and/or use for commercial purposes 

purposes, the client must indicate this in advance and in a timely manner in writing. If the client does not object in any way to the use on the basis of this article, permission is deemed to have been given.

Article 22 Non-transfer of personnel

22.1 The Client will not employ employees of the service provider (or of companies that the service provider has called upon to implement this agreement and that are (or have been) involved in the implementation of the agreement). He also does not allow them to work directly or indirectly in any other way. 

22.2 The prohibition in Article 22.1 applies during the term of the agreement until one year after termination thereof. The only exception to this prohibition is that parties make other agreements with each other in good business consultation. The agreements only apply if they have been recorded in writing in advance. 

Article 23 Dispute settlement

23.1. Dutch law applies to these general terms and conditions. The Dutch court has jurisdiction to hear 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 other provisions will continue to apply. The provision not applied will be implemented as much as possible in the light and intention of these General Terms and Conditions. 

23.3. De Grijff will ensure that the most recent version of the General Terms and Conditions is published on the website. 

23.4. The most recent version of the General Terms and Conditions will apply to all current and new agreements, quotations, offers, confirmations and all other documents to which these General Terms and Conditions have been declared applicable. 

23.5. De Grijff reserves the right to unilaterally change the General Terms and Conditions annually at a time chosen by De Grijff. In the event of any changes, De Grijff will ensure that the General Terms and Conditions are published on the website.