General terms and conditions

GENERAL CONDITIONS FOR SERVICES

Filed with the Chamber of Commerce Gooi- en Eemland in Amersfoort

Jaffar Consultancy
Chamber of Commerce 32066808 in Hilversum

hereinafter referred to as: user

ARTICLE 1 Definitions
1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly stated otherwise.

User: the user of the general terms and conditions. Client: the other party of the user. Agreement: the agreement to provide services.

ARTICLE 2 General

  1. These conditions apply to every offer, quotation and agreement between the user and a client to which the user has declared these conditions applicable, insofar as the parties have not expressly and in writing deviated from these conditions.
  2. The present conditions also apply to all agreements with the user, for the execution of which the user engages third parties.
  3. Any deviations from these general terms and conditions are only valid if they have been expressly agreed in writing.
  4. The applicability of any purchasing or other conditions of the client is expressly rejected.
  5. If one or more of the provisions in these general terms and conditions are void or annulled, the other provisions of these general terms and conditions remain fully applicable. The user and client will then enter into consultation in order to agree on new provisions to replace the void or annulled provisions, whereby, if and as much as possible, the purpose and scope of the original provision will be taken into account.
    (See also: Article-by-article explanation under 1).

ARTICLE 3 Offers and quotes

  1. All offers are without obligation, unless expressly stated otherwise in writing in the offer.
  2. The quotations made by the user are without obligation; they are valid for 30 days, unless otherwise stated. The user is only bound to the quotations if the acceptance thereof is confirmed in writing by the client within 30 days, unless otherwise stated.
  3. 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 stated otherwise.
  4. If the acceptance deviates (on minor points) from the offer included in the quotation, the user is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the user indicates otherwise.
  5. A composite quotation does not oblige the user to carry out part of the assignment for a corresponding part of the stated price.
  6. Offers or quotations do not automatically apply to future assignments. (See also: Article-by-article explanation under 2).

ARTICLE 4 Execution of the agreement

  1. The user will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship.
  2. User has the right to have certain work carried out by third parties. The user will inform the client of this as far as possible.
  3. The client ensures that all information that the user indicates is necessary or of which the client should reasonably understand that it is necessary for the execution of the agreement, is provided to the user in a timely manner. If the information required for the execution of the agreement has not been provided to the user in a timely manner, the user has the right to suspend the execution of the agreement and/or to charge the client for the additional costs resulting from the delay according to the usual rates. .
  4. The user is not liable for damage of any nature whatsoever because the user relied on incorrect and/or incomplete information provided by the client, unless the user should have been aware of this incorrectness or incompleteness.
  5. If it has been agreed that the agreement will be executed in phases, the user can suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.
  6. If the user or third parties engaged by the user carry out work in the context of the assignment at the client's location or a location designated by the client, the client will provide the facilities reasonably desired by those employees free of charge.
  7. The Client indemnifies the User against any claims from third parties who suffer damage in connection with the execution of the agreement and which is attributable to the Client.
    (See also: Article-by-article explanation under 3).

ARTICLE 5 Modification of the agreement

  1. If during the execution of the agreement it appears that it is necessary for proper execution to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
  2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. The user will inform the client of this as soon as possible.
  3. If the change or addition to the agreement will have financial and/or qualitative consequences, the user will inform the client of this in advance.

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4. If a fixed fee has been agreed, the user will indicate to what extent the change or addition to the agreement will result in this fee being exceeded.

ARTICLE 6 Contract duration; execution period

  1. The agreement between the user and a client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
  2. If a term has been agreed within the term of the agreement for the completion of certain work, this is never a strict deadline. If the execution period is exceeded, the client must therefore give the user notice of default in writing. (See also: Article-by-article explanation under 3).

ARTICLE 7 Fee

  1. Paragraphs 2, 5 and 6 to 11 of this article apply to offers and agreements in which a fixed fee is offered or has been agreed. If no fixed fee is agreed, paragraphs 3 to 11 of this article apply.
  2. The parties can agree on a fixed fee when the agreement is concluded.
  3. If no fixed fee is agreed, the fee will be determined on the basis of hours actually spent. The fee is calculated according to the user's usual hourly rates, applicable for the period in which the work is performed, unless a different hourly rate has been agreed.
  4. The fee and any cost estimates are exclusive of VAT.
  5. For orders with a term of more than 2 months, the costs due will be charged periodically.
  6. If the user agrees on a fixed fee or hourly rate with the client, the user is nevertheless entitled to increase this fee or rate.
  7. The user is entitled to pass on price increases if the user can demonstrate that between the time of offer and delivery, the rates with regard to, for example, wages have increased significantly.
  8. In addition, the user may increase the fee if, during the performance of the work, it appears that the originally agreed or expected amount of work was insufficiently estimated at the time of concluding the agreement, and this is not attributable to the user, which could not reasonably be expected to be done. the user may be expected to carry out the agreed work for the originally agreed fee.
  9. In the event of a price increase, the Client is entitled to terminate the agreement if the fee or rate is increased within three months after entering into the agreement. After this period has expired, the client is entitled to terminate the agreement if the increase is more than 10%. The Client is not entitled to dissolve if the increase in the fee or rate results from an authority under the law.
  10. The user will inform the client in writing of its intention to increase the fee or rate. The user will indicate the size and date on which the increase will take effect.
  11. If the client does not wish to accept the increase in the fee or rate communicated by the user, the client is entitled to terminate the agreement in writing within seven working days after the aforementioned notification, or to cancel the assignment on the date stated in the user's notification. on which the price or rate adjustment would come into effect.
    (See also: Article-by-article explanation under 4).

ARTICLE 8 Payment

  1. Payment must be made within 21 days after the invoice date, in a manner to be specified by the user in the currency in which the invoice was declared. Objections to the amount of the invoices do not suspend the payment obligation.
  2. If the client fails to make payment within the period of 21 days, the client is legally in default. The Client will then owe interest of 1% per (part of a) month, unless the statutory interest is higher, in which case the statutory interest applies. The interest on the amount due will be calculated from the moment the client is in default until the moment the full amount is paid.
  3. In the event of liquidation, bankruptcy, seizure or suspension of payment of the client, the user's claims against the client are immediately due and payable.
  4. The user has the right to have payments made by the client firstly deducted from the costs, then from the accrued interest and finally from the principal sum and the current interest. The user can, without being in default, refuse an offer of payment if the client designates a different order for the allocation. The User may refuse full repayment of the principal sum if the accrued and current interest as well as the costs are not also paid.

ARTICLE 9 Retention

  1. All goods supplied by the user, including designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the user until the client has fulfilled all the following obligations under all agreements concluded with the user.
  2. The client is not authorized to pledge or encumber in any other way the items falling under the retention of title.
  3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the client is obliged to inform the user of this as soon as can reasonably be expected.
  4. The client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection upon first request.
  5. Goods supplied by the user, which are subject to retention of title pursuant to the provisions of 1. of this article, may only be resold in the context of normal business operations and may never be used as a means of payment.
  6. In the event that the user wishes to exercise his ownership rights referred to in this article, the client now gives unconditional and irrevocable permission to the user or third parties to be designated by him to enter all those places where the user's property is located and to share those items with him. to take back.

ARTICLE 10 Collection costs

  1. If the client is in default or in default in the (timely) fulfillment of his obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the client. In any case, the client owes collection costs in the event of a monetary claim. The collection costs are calculated in accordance with the collection rate as advised by the Dutch Bar Association in collection cases, with a minimum of € 150.
  2. If the user has incurred higher costs that were reasonably necessary, these are also eligible for reimbursement.
  3. Any judicial and enforcement costs incurred will also be borne by the client. (See also: Article-by-article explanation under 6).

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ARTICLE 11 Research, commercials

  1. Complaints about the work performed must be reported in writing by the client to the user within 8 days of discovery, but no later than 14 days after completion of the work in question. The notice of default must contain as detailed a description as possible of the shortcoming, so that the user is able to respond adequately.
  2. If the user considers the complaint to be justified, the client will offer the user the opportunity to still carry out the work as agreed, unless this has now become demonstrably pointless for the client. The latter must be stated in writing by the client.
  3. If it is no longer possible or useful to carry out the agreed work, the user will only be liable within the limits of Article 15.
    (See also: Article-by-article explanation under 7).

ARTICLE 12A Termination

  1. Both parties can terminate the agreement in writing at any time.
  2. If the agreement is terminated prematurely by the client, the user is entitled to compensation for the resulting and demonstrable loss of occupancy, unless there are facts and circumstances underlying the termination that can be attributed to the user. Furthermore, the client is then obliged to pay the invoices for work performed to date. The provisional results of the work carried out to date will therefore be made available to the client subject to conditions.
  3. If the agreement is terminated prematurely by the user, the user will, in consultation with the client, ensure that work still to be performed is transferred to third parties, unless there are facts and circumstances underlying the termination that are attributable to the client.
  4. If the transfer of the work entails additional costs for the user, these will be charged to the client. (See also: Article-by-article explanation under 8).

ARTICLE 12B Notice period

  1. The order to provide a training, presentation, workshop, lecture, chair a meeting or any other activity for which dates for the implementation have been agreed by the user and the client can be canceled in writing and: - is free of charge if this is done within 30 working days ( 6 weeks) in advance;
    – 50% of the quotation will be charged if cancellation is made only 20 working days in advance; – 100% of the quote will be charged if cancellation is made 10 days or less in advance.
  2. If the client wishes to reschedule the date for the performance of services, the following applies: - rescheduling 30 working days in advance in mutual consultation is free of charge;
    – rescheduling 20 working days in advance by mutual agreement costs 25% of the quotation;
    – rescheduling 10 working days in advance by mutual agreement costs 50% of the quotation. These costs are in addition to the invoice amount.

ARTICLE 13 Suspension and dissolution

  1. The user is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if: - the client does not or does not fully fulfill the obligations under the agreement.
    – circumstances that come to the user's attention after concluding the agreement give good reason to fear that the client will not fulfill the obligations. If there is good reason to fear that the client will only partially or improperly comply, suspension is only permitted to the extent that the shortcoming justifies it.
    – upon concluding the agreement, the client has been requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient.
  2. Furthermore, the user is entitled to dissolve the agreement if circumstances arise that are of such a nature that compliance with the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise that are of such a nature. that unchanged maintenance of the agreement cannot reasonably be expected.
  3. If the agreement is dissolved, the user's claims on the client are immediately due and payable. If the user suspends compliance with the obligations, he retains his rights under the law and the agreement.
  4. The user always reserves the right to claim damages. (See also: Article-by-article explanation under 9).

ARTICLE 14 Return of items made available

  1. If the user has made items available to the client during the execution of the agreement, the client is obliged to return the delivered goods in their original condition, free of defects and in full within 14 days after termination of the agreement. If the client does not comply with this obligation, all resulting costs will be at his expense.
  2. If, for whatever reason, the client still fails to comply with the obligation mentioned under 1 after a reminder to that effect, the user has the right to recover the resulting damage and costs, including the costs of replacement, from the client.

ARTICLE 15 Liability
1. If the user is liable, this liability is limited to what is regulated in this provision.

  1. 1a. Liability for the conduct of certain persons, such as actors, co-trainers, or other persons with whom the user collaborates and who are not in a subordinate relationship to the user, is excluded.
  2. 1b. The use and interpretation of advice, both oral and written, is entirely at the risk of the client. Any liability in this regard is excluded.
  1. If the user is liable for direct damage, then that liability is limited to a maximum of the amount of the payment to be provided by the user's insurer.
  2. Notwithstanding what is determined under 2. of this article, for an assignment with a term longer than six months, liability is further limited to the part of the fee owed for the last six months.
  3. Direct damage is exclusively understood to mean: - the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
    – any reasonable costs incurred to ensure that the user's defective performance complies with the agreement, unless these cannot be attributed to the user;
    – 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.

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  1. The user is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation.
  2. The limitations of liability for direct damage included in these conditions do not apply if the damage is due to intent or gross negligence on the part of the user or his subordinates.
    (See also: Article-by-article explanation under 10).

ARTICLE 16 Disclaimers

  1. The client indemnifies the user against claims from third parties with regard to intellectual property rights to materials or data provided by the client, which are used in the execution of the agreement.
  2. If the client provides the user with information carriers, electronic files or software, etc., he guarantees that the information carriers, electronic files or software are free of viruses and defects.
  3. Any damage suffered by the user due to viruses or defects in information carriers, electronic files or software, etc. will be recovered from the client.

ARTICLE 17 Force Majeure

  1. Parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and is not for their account under the law, a legal act or generally accepted views.
  2. In these general terms and conditions, force majeure means, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which the user has no influence, but as a result of which the user is unable to fulfill the obligations. This includes strikes in the user's company.
  3. The user also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after the user should have fulfilled its obligations.
  4. Parties may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to terminate the agreement, without obligation to compensate the other party for damages.
  5. Insofar as the user has already partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and independent value is attached to the fulfilled or yet to be fulfilled part, the user is entitled to separate the already fulfilled or to be fulfilled part. to declare. The Client is obliged to pay this invoice as if it were a separate agreement.
    (See also: Article-by-article explanation under 12).

ARTICLE 18 confidentiality

  1. Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.
    If the client does not adhere to this agreement, an immediately payable fine of € 10.000 applies. If the actual damage is higher, the user reserves the right to claim the actual damage.
  2. If, on the basis of a legal provision or a judicial decision, the user is obliged to provide confidential information to third parties designated by the law or the competent court, and the user cannot rely on a legal or competent court recognized in this regard. or permitted right of non-disclosure, the user is not obliged to pay damages or compensation and the other party is not entitled to terminate the agreement on the basis of any damage caused as a result.

ARTICLE 19 Intellectual property and copyrights

  1. Without prejudice to the other provisions of these general terms and conditions, the user reserves the rights and powers vested in that user under the Copyright Act.
  2. All documents provided by the user, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are exclusively intended for use by the client and may not be reproduced, made public, or brought to the attention of third parties, unless the nature of the documents provided dictates otherwise.
  3. The user reserves the right to use the knowledge gained through the performance of the work for other purposes, provided that no confidential information is brought to the attention of third parties.

ARTICLE 20 Non-acquisition of personnel
1. The client will not, during the term of the agreement or for one year after termination thereof, in any way, except after proper

business consultations in this regard have taken place with the user, employees of the user or of companies that the user has relied on for the execution of this agreement and who are (have been) involved in the execution of the agreement, employ or otherwise, directly or indirectly, for make themselves work.
If the client does not comply with this, an immediately payable fine of € 7.500 applies. If the actual damage is higher, the user reserves the right to claim the actual damage.

ARTICLE 21 Disputes

  1. The judge in the user's place of business has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, the user has the right to submit the dispute to the competent court according to the law.
  2. Parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement. (See also: Article-by-article explanation under 13).

ARTICLE 22 Applicable law
1. Dutch law applies to every agreement between the user and the client.

ARTICLE 23 Changes and location of the conditions
1. These conditions have been filed at the office of the Chamber of Commerce in Amersfoort.

The most recently filed version or the version that applied at the time the agreement was concluded always applies.

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