APPENDIX: GENERAL TERMS AND CONDITIONS
The following definitions apply in these General terms:
– Client: The party giving the order;
– Contractor: Conceptional B.V.
Conceptional B.V. performs all its work in accordance with these General Terms, except where explicitly agreed otherwise with the contracting party. These General Terms also apply to all proposals, request, discussion items, deliveries of equipment and incidental work emerging from Conceptional B.V.
The contracting party warrants the accuracy of the information it provides and declares that it disposes of such information rightfully.Article 2 – Applicability
These General Terms apply to the Legal relationship between the Client and the Contractor, except for modification in these terms to be confirmed and documented explicitly and in writing by both parties.Article 3 – Creation of the agreement
Agreements by any name will not be created until explicitly accepted by Conceptional B.V, legally represented by an authorised official. Such explicit acceptance will be indicated by written confirmation from Conceptional B.V.
At the express request of the contracting party, an authorised Conceptional B.V. official may decide to implement the agreement before the signed contract has been received. This will be evident from the written confirmation by Conceptional B.V. to the contracting party, signed by an authorised official.
If work has begun at the request of the contracting party without any contract being signed, it is assumed that work is being carried out under authorisation at the rates customary for Conceptional B.V.
The agreement is entered into for an indefinite period, unless it emerges from the content, nature or scope of the order given that it has been entered into for a defined period.
All services rendered by the Contractor will be performed to the best of its understanding and ability in accordance with the requirements of professionalism.
Article 4 – Information provided by the client
The client is required to provide all information and documents the contractor believes it requires to perform the order correctly, in a timely manner and in the desired form and manner.
The client is required to inform the contractor immediately regarding facts and circumstances that may be important in relation to the performance of the order.
The client warrants the accuracy, completeness and reliability of the information and documents provided to the contractor, even if such information and documents originate from third parties, inasmuch as it does not emerge otherwise from the nature of the order.
If and inasmuch as the client requests, the original documents provided with a formal status, such as notarised deeds, dispositions and government permits, will be returned to the client, where necessary to support the legitimacy of work performed copies of these original documents will be included in the work files.
Additional charges and additional fees arising from delays in the execution of the order caused by non-provision, late provision or improper provision of the required information of documents are at the client’s expense.
Article 5 – Discussion items and proposals
A proposal contains a description of the work in general. An offer includes a proposal and a financial section in which an offer is made that is valid for 30 days, unless agreed otherwise in writing.
Offers are generally made in writing and signed by an authorised official and are based on the information and specifications provided by the contracting party at the time of the request, whose accuracy and completeness may be assumed by Conceptional B.V.
Offers made verbally are for indication only and no rights may be derived from them.
Unless a set amount is agreed for the agreement, work will be performed at rates set annually by Conceptional B.V. If a set amount is agreed on, Conceptional B.V. is permitted to adjust such amounts annually in the case of multi-year agreements using the family consumer price index figure.
Article 6 – Performance of agreements
The contractor determines how and by whom the order granted will be performed, but will consider the desires indicated by the client as much as possible.
Conceptional B.V. is fully responsible for the execution of the agreement, unless the offer indicates that it has been submitted on behalf of multiple parties. In that case, the offer will indicate which party is responsible for which part of the execution of the agreement.
The contracting party warrants timely delivery of the necessary documents and information. If it is agreed that the contracting party will provide employees, the contracting parties will ensure that they are available on time and properly qualified.
The contractor cannot perform and charge work to the client in excess of what is ordered until the client had provided prior consent. The permission requirement does not apply if performing additional work is within the contractor’s duty of care.
Conceptional B.V. is entitled to hire third parties on its own initiative, with which Conceptional B.V. will sign a contract, in executing the agreement. In that case, Conceptional B.V. will remain responsible for guiding third parties, proposed processes, stated conditions, quality and schedule provided by third parties. Conceptional B.V. is not responsible for any errors, inaccuracies or omissions or from the results of third parties.
If the client wishes to involve third parties in the execution of the order, it will not proceed with doing so until an agreement thereto has been reached with the contractor. The terms of the preceding sentence apply correspondingly to the contractor.
If work is performed by the third parties at the instructions of the contracting party in executing this agreement, Conceptional B.V. will not be responsible for the accuracy of the information, proposed processes, stated conditions for the accuracy of the information from such third parties.
If certain information must necessarily be obtained from third parties, Conceptional B.V. will not be responsible for the accuracy of the information from such third parties.
Agreements may be made by the contracting party and Conceptional B.V. regarding the manner and frequency with which the contracting party is informed of the execution of the agreement.
Disclosure of interim reports may occur only with express reciprocal written consent, unless agreed otherwise in writing previously.
To perform the agreement in the agreed manner within the set period, Conceptional B.V. will perform all actions that may be expected. If
Conceptional B.V. cannot execute the agreement within the set period due to force majeure, said period will be extended in consultation with the contracting party, without releasing the contractor in whole or in part from its obligations towards Conceptional B.V.
Conceptional B.V. is required to indicate to the contracting party the factors causing the situation of force majeure.
Necessary changes to the agreement require the contracting party and Conceptional B.V. to engage in further consultation on the consequences of such necessary changes. The necessary changes must lead to further offer based on the same system and terms as the primary offer. Non- acceptance by the contracting party will result in full compensation of the expenses by the contracting party to Conceptional B.V. in relation to costs thereby incurred for the entire project.
Foreseeable changes are involved if it was already apparent without further indication of on the basis of other research data available that the research proposal was non-compliant and would have to be modified.
If changing the structure of the agreement is necessary and such change is not foreseeable, this will also have consequences for the scope of work, stages of work, method, analysis or reporting, which not only affects the costs but also the deadlines to be considered. If an adjustment is foreseeable, with comparable consequences, limitation of any consequential damage by modifying the structure or any other measure will need to be examined, in consultation with the contracting party.
Conceptional B.V. and the contracting party may terminate the agreement early and unilaterally if one of the two parties believes that the agreement can no longer be performed in accordance with the original arrangements and any specifications following thereto. This must be indicated to the other party, after consultation, indicating reasons and in writing.
Article 8 – Conclusion of agreements
Conceptional B.V. engages to present the draft of the final results of the work performed to the contracting party within the deadline set out in the offer, taking into account the terms of article 6.11. The contracting party will present comments to Conceptional B.V. within 30 days from that date. Ultimate responsibility for the content and final editorial responsibility lies with Conceptional B.V.
Conceptional B.V. holds the right to distribute reports or other final products, unless agreed otherwise. If the contracting party wishes to arrange distribution, consent must be obtained from Conceptional B.V.
The contracting party will consistently state the name of Conceptional B.V. and employees involved as those involved in the creation of any publications further to the result of the agreement.Article 9 – Confidentiality
Unless there is a Legal or professional duty of disclosure, the contracting party must maintain complete confidentiality regarding the content of reports, recommendations, proposals, offers or other expression, written or otherwise, and will not bring such to the attention of third parties except with the express written consent of Conceptional B.V. Conceptional B.V. will also ensure that third parties cannot view the content indicated in the preceding sentence.
Except with the consent of the client, the contractor is not entitled to use the information provided by the client for a purpose other that that for which it is obtained. There is an exception to this in the event that the contractor acts for itself in a disciplinary, civil or criminal case in which such documents may be important.
The contractor will impose its obligations under this article on third parties that it hires.Article 10 – Intellectual rights/property
Copyright, more generally intellectual property rights to proposals, offers, reports, developed
concepts or other final products, is held by Conceptional B.V., including for tools developed as part of the agreement (such as questionnaires, protocols, software, etc.).
The client is expressly forbidden to reproduce, publish or exploit such products, including
computer programs, system designs, working methods, recommendations, contracts/model contracts and other intellectual products of the contractor, all in the broadest sense, with or without the involvement of third parties, unless such products are explicitly (and as set out in writing) intended to be reproduced, published and/or exploited. Publication may therefore occur only after consent has been obtained from the contractor. The client naturally has the right to reproduce the documents for use in its own organization, where it suits the purpose of the order; in the event of interim termination of the order, the preceding will apply accordingly.
Collected information is and will remain the property of Conceptional B.V.
The client is not permitted to provide resources for said products to third parties except to obtain an expert opinion regarding the work of the contractor.
Article 11 – Fee
If, after the creation of the agreement but before the order is carried out in full, wages and/or prices undergo a change, the contractor will be entitled to adjust the agreed rate accordingly, unless the client and contractor have made other agreements thereon.
Article 12 – Budget, claims and final settlement
Payment by the client must occur, without deduction, discount or settlement of debts, within the agreed deadlines, no later than thirty days from the invoice date in any event.
If the client has not paid within the period stated in 12.1, the contractor will be entitled, having ordered the client at least once to pay, to charge the client statutory interest from the due date until the date of full payment, without further notice of default and notwithstanding the contractor’s other rights.
All reasonable Legal and extra-legal costs, including collection, incurred by the contractor as a result of non-compliance by the client with its payment obligations, will be at the client’s expense.
If an order given is cancelled or if an agreement is terminated early by the contracting party, costs actually incurred by Conceptional B.V. will be charged to the contracting party and settled, where applicable, with advances previously paid.
Article 13 – Partial, late, improper fulfilment
The contracting party can no longer claim negligence on the part of Conceptional B.V. unless it had reported such to Conceptional B.V. in writing within 30 days after it discovered the shortcoming or should reasonably have discovered it.
Article 14 – Applicable Legislation and Jurisdiction
This Agreement shall be governed by, and construed in accordance with, Dutch law.
Any dispute that may arise out of or in connection with this Agreement will be exclusively settled, without appeal, by a panel of arbitrators composed of three members appointed and operating in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce.