Terms and Conditions
1. GENERAL
1.1
For the purposes of these General Terms and Conditions, the following definitions apply:
- client: the party placing the assignment
- contractor: Chiswick Consultancy,
- Consultant and/or Interim Manager: the person carrying out the assignment on behalf of Chiswick Consultancy.
1.2
These General Terms and Conditions apply to all offers, work, quotations and agreements between the client and the contractor, or their respective legal successors. Any deviations from these General Terms and Conditions may only be agreed in writing between the client and the contractor.
2. QUOTATIONS
2.1
Quotations from the contractor are based on the information provided by the client. The client warrants that, to the best of its knowledge, it has provided all essential information required for the planning and performance of the service.
The contractor shall perform the services to be carried out by it to the best of its knowledge and ability, and in accordance with the requirements of good professional practice. This obligation is one of best efforts, as the achievement of the intended result cannot be guaranteed.
All quotations and price estimates provided by or on behalf of the Contractor are non-binding, unless otherwise stated in writing by the Contractor, and are valid for 60 days from the date of issue.
2.2
Until the quotation has been converted into a contract, the Contractor reserves the right to deploy its capacity elsewhere.
3. AGREEMENT
Once the client and the contractor have reached agreement on the offer or quotation, the contractor shall send the client a draft contract. The agreement shall be concluded once the contractor has received the signed contract in return or when the contractor, with the client’s express consent, commences performance of the work set out in the agreement.
4. PROVISION OF INFORMATION, STAFF AND WORKSPACE BY THE CLIENT
To ensure that the assignment is carried out properly and, as far as possible, in accordance with the timetable, the client shall provide, in good time, all information required by the contractor. This also applies to the provision of staff from the client’s organisation, where such staff are involved in the work. If the contractor so requests, the client shall provide, free of charge, a suitable workspace at its premises, equipped with the necessary telecommunications connections.
5. EXECUTION OF THE ASSIGNMENT
5.1
The contractor shall determine the manner in which and by which person(s) the assignment is to be carried out, whilst taking the client’s expressed wishes into account as far as possible.
5.2
If, during the performance of the contract, facts or circumstances arise that affect the agreement originally reached, the client and the contractor shall consult in good time to adapt the agreement to the changed situation. If necessary, the agreement shall be amended in writing.
5.3
The contractor shall only carry out work not included in the agreement and charge the client for it if the client has given prior consent to do so. The requirement for consent shall not apply if the performance of additional work falls within the contractor’s duty of care.
5.4
The client accepts that the timetable for the assignment may be affected if the parties agree, during the course of the assignment, to extend or amend the approach, working method or scope of the assignment and/or the resulting work. If the interim change affects the agreed fee or the reimbursement of costs, the contractor shall notify the client of this as soon as possible.
If an interim change to the assignment or its execution arises due to the client’s actions, the contractor shall make the necessary adjustments if the quality of the service so requires. If such an adjustment results in additional work, this will be confirmed to the client as a supplementary assignment.
5.5
The involvement or engagement of third parties in the performance of the assignment by the client or the contractor shall take place exclusively by mutual consultation and the resulting agreement.
5.6
Neither party may, during the performance of the assignment and within one year of its termination, employ persons who were involved in the performance of the assignment on behalf of the other party, or negotiate with such persons regarding their employment, except in consultation with the other party.
6. RATES AND COSTS OF THE ASSIGNMENT
With regard to the rates and the cost estimates based thereon, the quotation and/or the agreement shall specify whether they include secretarial costs, travel time, travel and accommodation expenses, and other assignment-related costs. Insofar as these costs are not included in the fee, they shall be charged separately. In the event of interim changes to rates and/or fees, the contractor is entitled to pass on rate adjustments or adjustments to other cost reimbursements mentioned above.
7. INVOICING
7.1
The fee and costs referred to in Article 6, which are not included in the rates, shall be invoiced on a weekly basis. Payment must be made within 14 days of the invoice date.
After that due date, statutory interest plus 2% shall be charged, without the need for notice of default.
If payment is not made, the contractor may suspend performance of the contract by invoking the defence of uncertainty.
7.2
If the client is in default or otherwise fails to fulfil one or more of its obligations, all reasonable costs incurred in obtaining payment shall be borne by the client, including both judicial and extrajudicial costs, with a minimum of €300 excluding VAT per invoice.
If the assignment has been placed by more than one client, all clients shall be jointly and severally liable for the fulfilment of the obligations as set out in this article (regardless of the name on the invoice).
7.3
Value added tax (VAT) shall be charged separately on all amounts owed by the contractor to the client.
8. COMPLAINTS
8.1
Complaints relating to the work carried out and/or the invoice amount must be notified to the contractor in writing within 14 working days of the date of dispatch of the documents or information in respect of which the client is making the complaint, or within 14 working days of the discovery of the defect, if the client demonstrates that he could not reasonably have discovered the defect earlier. In the event of a valid complaint, the contractor may choose either to adjust the fee charged, to rectify or re-perform the rejected work free of charge, or to cease performing the contract in whole or in part, subject to a refund proportionate to the fee already paid by the client.
8.2
Complaints regarding the invoice amount do not suspend the client’s obligation to pay.
9. DURATION AND TERMINATION OF THE ASSIGNMENT
The duration of the assignment may be influenced by various factors, such as the quality of the information obtained by the contractor and the level of cooperation provided. The contractor is therefore unable to specify in advance exactly how long it will take to complete the assignment. The assignment is deemed to have been completed for financial purposes as soon as the final statement has been approved by the client.
The client must notify the contractor of this within 14 days of the date of the final invoice. If the client does not respond within this period, the final invoice shall be deemed to have been approved and the contract to have been terminated.
10. TERMINATION
10.1
The client and the contractor may terminate the agreement at any time. Notice of termination must be given to the other party in writing.
10.2
If the client has terminated the agreement prematurely, the contractor is entitled to compensation from the client for the resulting and demonstrable loss of capacity, unless the termination is based on facts and circumstances attributable to the contractor.
10.3
The contractor may only terminate the contract prematurely if, because of facts and circumstances beyond its control or for which it is not responsible, it cannot reasonably be expected to complete the assignment. In such cases, the Contractor retains the right to payment for invoices relating to work and services performed up to that point, whereby the results of the work performed up to that point will be made available to the Client subject to certain conditions. To the extent that this entails additional costs, these will be charged.
11. INTELLECTUAL PROPERTY
Ownership rights to designs, techniques and tools, including all intellectual property of the Contractor insofar as these arise from the law, vest in and remain the property of the Contractor. Disclosure outside the client’s organisation may therefore only take place after written consent has been obtained from the contractor. In the event of a breach, the client shall forfeit an immediately payable penalty, not subject to judicial mitigation, of €250,000.00 for each breach and €2,500.00 for each day that the breach continues.
12. CONFIDENTIALITY
The Contractor is obliged to maintain the confidentiality of all information and data provided by the Client vis-à-vis third parties, unless there is a legal or professional obligation to disclose such information. In the context of the assignment, the Contractor shall take all possible precautions to protect the Client’s interests. The Client shall not, without the Contractor’s consent, disclose to third parties any information concerning the Contractor, such as its working methods and the like, nor shall it make the Contractor’s reports available to third parties.
13. LIABILITY
The Contractor shall be liable for any shortcomings in the performance of the interim assignment, in so far as these result from the Contractor’s failure to exercise the due care, expertise and professional skill that may be relied upon when providing advice in the context of the assignment in question. Liability for damage caused by such shortcomings is limited to the amount of the fee received by the Contractor for its work in connection with the assignment in question. In the case of interim assignments lasting longer than one quarter, the liability referred to above is further limited to a maximum of the amount invoiced over the last three months. Any claims by the client within the meaning set out herein must be submitted within one month of the damage being discovered or within two years of the damage arising, failing which the client shall be deemed to have forfeited its rights.
14. GOVERNING LAW AND DISPUTES
14.1
The contract and all other transactions between the client and the contractor are governed exclusively by Dutch law.
14.2
All disputes arising from the performance of this agreement or from any other agreements that may arise therefrom shall be submitted to the competent court in the district of Breda, the Netherlands. The contractor reserves the right to deviate from this jurisdiction clause.
