Terms and conditions
Terms and conditions of KtotK Sales Consultancy BV located and office-based in Soest, hereinafter referred to as KtotK.
1.1 For the purpose of these Terms and Conditions, the following definitions apply:
1.2 Client: the natural or legal person who assigned the contractor to carry out works, that is ser-vices
1.3 Contractor: KtotK, located and office-based in Hilversum.
1.4 The services referred to in article 1.2. include in any event, project management, programming, training and consultancy in the widest sense of the word.
1.5 Documents: all records and data carriers that the Client places at the Contractor’s disposal, as well as all goods produced by the contractor within the framework of the execution of the assignment.
2.1 These Terms and Conditions are applicable to all offers, including quotations submitted by the contractor, to all agreements, particularly all agreements to the rendering of services in which the contractor is a party.
2.2 To any stipulations deviating from these terms, the client can only appeal if they are explicitly accepted in writing by the contractor.
2.3 The client’s Terms and Conditions/stipulations, including sector-specific conditions, will be explicitly rejected by the contractor.
3.1 All offers and quotations of KtotK are without obligations.
3.2 Offers and quotations by the contractor are based on the information provided by the client. The client guarantees that he supplied all essential information for the set-up and implementation of the assignment. The contractor can withdraw the offer or quotation after acceptance, even if the offer contains a term for acceptance and acceptance occurs within this term. This option stands in any event during two work days after acceptance.
3.3 Assignments and references therein can be provided by the client both orally and in writing.
3.4 Assignments and references therein will only be binding for the contractor when they are accepted in writing or the contractor has begun its implementation, and the order confirmation of the contractor is not rejected within five working days.
3.5 All amounts stated in offers of KtotK are exclusive of turnover tax, unless otherwise indicated.
- INFORMATION CLIENT
4.1 The client is required to provide all information and documents the contractor believes it requires to perform the granted order correctly, in a timely manner and in the desired form and manner.
4.2 If and insofar as the client requests, the documents provided, subject to article 14.1, will be returned to the client.
- IMPLEMENTATION ASSIGNMENT
5.1 The contractor shall conduct the assignments to the best of his knowledge and ability, if necessary in parts, and in accordance with good professional practice.
5.2 The contractor determines the manner in which the assignment will be implemented.
5.3 Involving and engaging third parties in the implementation of the assignment by the client or the contractor shall solely be done in mutual agreement if and insofar it concerns advices and such of substantial size. The contractor is authorised to involve third parties on the costs of the client with regard to advices of relatively substantial size, without having to accept direct liability.
- MODIFICATION OF THE ASSIGNMENT IN CASE OF EXTRA WORK
6.1 The client accepts that the timing of the assignment can be affected if parties agree to extend or modify the approach, method, or scope of the assignment, and/or the resulting work.
6.2 If during and in connection with the implementation of the work, further work activities have been carried out in the interest of the client, which are not included in the work as stated in the order confirmation, these work activities are presumed to have been carried out on behalf of the client.
6.3 If an interim extension and/or change to the assignment influences the agreed fee, the contractor will make this known to the client as soon as possible.
6.4 If an interim extension and/or change to the assignment or implementation of the assignment arises, the contractor will conduct the necessary work, if the quality of the service so requires. If such an adjustment leads to substantial extra work, this will be confirmed to the client as an additional assignment, and the costs of this will be owed by the client.
- DURATION AND COMPLETION OF THE ASSIGNMENT
7.1 The client cannot specify in advance exactly how long the term of implementing the assignment will be, because the duration of the assignment is influenced by various factors. Specified and agreed (delivery) times are never applicable as fixed deadlines.
7.2 The assignment has come to financial completion when the final settlement is approved by the client. If the client does not respond within 30 days, the final settlement is deemed valid.
- FEES AND COSTS
8.1 The client will owe the contractor a fee as the contractor has carried out work for the client.
8.2 The fee of the contractor does not depend on the outcome of the issued and performed assignment, and will be calculated in consideration of the usual hourly rates of the contractor. At the request of the client the number of hours worked will be specified by the contractor; the contractor is not obliged to indicate which work activities have been carried out.
- PAYMENT CONDITIONS
9.1 The fees and costs, including turnover tax, will be charged by way of advance invoice. Payment must be made within 14 days after the invoice date. In case of emergency work, payment of an advance invoice should take place directly.
9.2 After the period for payment has expired, statutory interest will be charged and multiplied by 2% per year, without notification of default being required. If payment remains absent, the contractor is authorised to postpone the implementation of the assignment.
9.3 If the client is in default or fails in any way to perform one or more of his obligations, all collecting charges will be for the client’s account, including both judicial and extrajudicial costs. The extra-judicial costs are deemed to amount to at least 15% of the outstanding invoice, with a minimum of € 500,-
9.4 Regardless of the ascription of the declaration, all clients are jointly liable for the compliance with the obligations set out in this article, or if the assignment is given by more than one client or for several (legal) entities, along with, at any time, the managers and shareholders of the client’s legal entity.
9.5 The contractor is authorised to require a guarantee for future payment obligations from the client, without stating the reasons, even if initial credit was provided.
10.1 A complaint with regard to the invoice amount must be notified to the contractor within 14 days of the invoice date, otherwise all rights of complaints will lapse.
10.2 A complaint with regard to the work carried out must be notified in writing to the contractor within 30 days of the sending date of the record that the client files a complaint against. The client will allow the contractor at any time to repair any defect, otherwise all rights of complaints will lapse.
10.3 A complaint with regard to the work carried out does not result in cancellation of the client’s payment obligation.
11.1 All assignments of the clients will be conducted by the contractor in a strictly confidential manner. The contractor, including his subordinates, will in no shape or form provide the client’s information or data to third parties, other than within the framework of the implementation of the issued assignment.
11.2 The client will not give information to third parties about the approach or method of the contractor.
12.1 If the contractor would be liable for any damages suffered by the client for whatever reason, then that liability shall in any event be limited to the amount of the fee received by the contractor for the framework of the assignment.
12.2 In the case of assignments lasting longer than six months, a further restriction applies to the amount invoiced for the last six months.
12.3 The contractor will at all times be entitled to repair or remedy the client’s damage, otherwise all rights of complaint will lapse.
12.4 The contractor will not be liable for damage or destruction of client’s records held by him or third parties.
12.5 The contractor will not be liable for any damage or destruction of records during transportation or postal dispatch, irrespective of whether the transport or the dispatch is conducted by or on behalf of the client, the contractor or any third parties.
12.6 The contractor and the client indemnify each other against any claims by third parties, which mediately or immediately relate to the implementation of the agreement.
- INTELLECTUAL PROPERTY
13.1 All rights of intellectual property in relation to the computer programs, system designs, procedures, advice, etc. originating from or used by the contractor will remain the explicit property of the contractor, both during and following the completion of the implementation of the assignment, regardless of the part of the client or third parties in establishing the computer programs, system designs, procedures, advice, etc. The practice of these rights, including publication or transfer of data, will be explicitly and exclusively reserved to the contractor, both during and after fulfillment of the assignment.
13.2 The client in particular is not permitted to exploit or cause infringement in any way to the rights stated in section 1, with or without engaging third parties.
- RIGHT OF RETENTION
14.1 The contractor is authorised to postpone the fulfilment of its obligation to hand over documents or other items to the client or third parties, until all due and payable claims against the client have been settled in full.
- RIGHT OF SUSPENSION
15.1 The contractor reserves the right to postpone the implementation of the agreement until all obligations have been fulfilled by the clients.
- APPLICABLE LAW
16.1 All offers, quotations and agreements between the client and the contractor, as well as these Terms and Conditions, are governed by the law of the Netherlands.
- DISPUTE SETTLEMENT
17.1 All disputes in connection with the offers, quotations and agreements between client and contractor will not prejudice, when according to statutory regulations under the authority of the district court, settled by the district court of Amsterdam, the right of the contractor to submit a dispute before the district court qualified according to the normal competency rules.
- FINAL PROVISIONS
18.1 If these Terms are Conditions have been made available to the client in a language other dan Dutch, the Dutch version will prevail in the event of a possible conflicting meaning.
18.2 The contractor reserves the right to unilaterally modify these Terms and Conditions: this shall be communicated forthwith to the client.
18.3 Should one of the stipulations of these terms and conditions be invalid or be nullified, then the validity of the remaining stipulations will not be affected. Instead of the article declared invalid and/or null and void, a stipulation will be agreed at the time which, within the framework of that which is legally possible, corresponds best with the purport and spirit of the article declared invalid and/or null and void.