General terms and conditions Shortlist Nederland

Terms and Conditions Shortlist Nederland

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Article 1 - Definitions

Shortlist Nederland: Shortlist Nederland, hereinafter referred to as Contractor.

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Agreement: An agreement to provide consultancy services in the fields of process project, and interim management as well as the secondment of employees.

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Compensation: The financial compensation consists of an hourly rate, excluding travel time and any fixed costs for office facilities, and/or an agreed fixed price for a specific performance. The Client must pay an agreed percentage of the contract sum in advance, upon delivery, and acceptance. Other compensations are submitted monthly in arrears based on the actual hours worked.

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Client: Any natural or legal person who has entered into an agreement with the Contractor or has commissioned the Contractor, including their representative(s), authorized person(s), legal successors, and/or heirs.

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Services: This term includes the provision of services and supplies, advice on process, project, and interim management, as well as the secondment of trainees.

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Third Parties Any (legal) person engaged by the Contractor.

 

Article 2 - General

1. These general terms and conditions apply to all service assignments, as well as to the resulting agreements or legal acts performed by the Contractor on behalf of the Client, excluding the provisions in articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code.

2. Deviations from these terms and conditions can only be made by explicit agreement. Amendments to these terms or any additions thereto are only valid if agreed upon in writing. If any provision of these terms is null and void, the remaining provisions will remain fully effective.

3. If a Client, as referred to in paragraph 1, enters into an agreement with the Contractor and has its own general terms and conditions that could apply to the agreement, the Contractor's general terms and conditions will prevail, even if the Client's terms contain a similar provision.

4. The provisions of these general terms and conditions also fully apply to assignments or confirmations of assignments that build on or result from a previously concluded agreement to which these general terms and conditions apply.

 

Article 3 - Agreement

1. An agreement is only concluded after the Contractor has accepted the assignment.

2. The Client agrees that the Contractor may have the agreement executed by Third Parties under its responsibility. The applicability of articles 7:404 and 7:404 paragraph 2 of the Dutch Civil Code is excluded.

3. When engaging Third Parties, the Contractor will exercise the necessary care.

4. The work will be carried out exclusively for the benefit of the Client, and Third Parties cannot derive any rights from it.

5. Agreements concluded with the Contractor lead to an obligation to perform to the best of one's ability, not to achieve a specific result. The Contractor must fulfill its obligation with due care and professionalism according to the standards at the time of performance.

6. The Client consents to the disclosure of information within the Contractor's organization to those for whom knowledge of the information is useful in connection with handling the assignment.

7. The Client ensures that all data necessary for the execution of the agreement, as indicated by the Contractor or reasonably understood by the Client, are provided to the Contractor in a timely manner. If the necessary data for executing the agreement are not provided in time, the Contractor has the right to suspend the execution of the agreement and/or charge the Client for the additional costs resulting from the delay.

8. The Contractor is entitled to dissolve or suspend the agreement and/or cease the execution of any work if the Client does not provide security for the fulfillment of its payment and other obligations at the Contractor's first request.

 

Article 4 - Liability and Indemnification

1. Any liability for shortcomings of the aforementioned third parties is expressly excluded.

2. The Contractor's liability for damages, including but not limited to damages resulting from inaccuracies, unlawfulness, or incompleteness of the advice provided by the Contractor and/or third parties engaged by it, suffered by the Client because the Contractor (or a person for whom it is legally liable) fails to fulfill this Agreement or commits an unlawful act in connection with the execution of this Agreement, is excluded.

3. This exclusion does not apply to damage resulting from intent or gross negligence on the part of the Contractor or any person for whom it is legally liable.

4. Any liability of the Contractor arising from or related to the execution of an Agreement is in any case limited to the amount of the contract value. For engaged third parties, this amount is limited to what the Contractor has invoiced in the context of the assignment.

5. The Contractor is not liable for the advice given if it is based on incorrect or incomplete information from the Client, nor for consequential damage to the Client (including loss of income) arising from any cause whatsoever.

6. The Client indemnifies the Contractor against claims from third parties regarding intellectual property rights on the data provided by the Client used in the execution of the Agreement and any claims from third parties that suffer damage in connection with the execution of the Agreement that are attributable to the Client.

 

Article 5 - Compensation and Security

1. The Contractor is entitled to charge the Client an agreed hourly or daily rate, or in the absence thereof, a reasonable fee and VAT for the execution of the assignment. The fee is based on the price-determining factors valid at the time of the offer. Costs incurred by the Contractor on behalf of the Client (such as travel and accommodation costs, courier services, etc.) will be charged separately, and the usual VAT rate will be applied if applicable. Services are billed to the Client monthly unless otherwise agreed.

2. If one or more cost price factors change after the date of the assignment, even if this is due to foreseeable circumstances, the Contractor is entitled to adjust the agreed fee.

3. The Client is also liable for expenses incurred in the context of executing the assignment. The Contractor is entitled to charge the Client interim fees.

4. The Contractor reserves the right to demand a certain percentage of payment as security during the execution of the assignment in the form of a percentage of the contract sum at the start, delivery, and acceptance. The received amounts will be settled with the final invoice if necessary.

5. The Contractor is entitled to adjust its rates annually on January 1st.

 

Article 6 - Payment

1. The Client must pay the Contractor's invoices within 30 days of the invoice date. If this term is exceeded, the Client is in default by operation of law and owes statutory interest on the outstanding balance. Additionally, the Client owes extrajudicial collection costs, amounting to at least 15% of the outstanding balance.

2. The Client owes 2% cumulative delay interest per month on the principal sum without notice of default.

3. For reminders and other actions after the payment term, an administration fee of 20 Euros is charged to the Client.

4. Any judicial execution costs incurred are also borne by the Client.

 

Article 7 - Data, Confidentiality, and Inspection

1. The files kept by the Contractor in the context of the assignment will be retained for a period of three years after the assignment by the Contractor.

2. Each party ensures that all information received from the other party before and after the conclusion of the agreement, which is of a confidential nature, remains confidential.

3. The Client is entitled, at all times and against reimbursement of the costs incurred by the Contractor, to request inspection of the file, with the understanding that the Contractor is never obliged to disclose sources of information.

 

Article 8 - Applicable Law

The legal relationship between the Contractor and the Client is governed by Dutch law.