Consultant: Erwin Koenen, trading under the name Kyllaros, registered with the Chamber of Commerce in the Netherlands under number 76887227.
Client: the natural or legal person on whose behalf services are provided.
Agreement: the agreement concluded between Consultant and Client regarding the provision of services.
Article 2. General
The Agreement is formed by these general terms and conditions together with the order confirmation signed by the Client and the Consultant.
These general terms and conditions apply to every offer, quotation and agreement between the Consultant and the Client unless expressly deviated from by both parties.
The applicability of any purchasing or other conditions of the Client is expressly rejected.
If one or more provisions of these general terms and conditions are wholly or partially annulled or declared void by a court at any time, this does not affect the operation of the remaining provisions.
Article 3. Quotations
All quotations from the Consultant are non-binding unless an acceptance period is stated in the quotation. If no acceptance period is stated, no rights can be derived from the quotation in any way.
Quotations from the Consultant are based on the information provided by the Client. The Client guarantees that they have provided all essential information for the design, execution and completion of the assignment to the Consultant in a truthful manner.
The Consultant cannot be bound by a quotation if the Client can reasonably understand that (part of) the quotation contains an obvious mistake or error.
A composite quotation does not obligate the Consultant to perform part of the quotation at a corresponding part of the stated price.
Quotations do not automatically apply to future orders.
Article 4. Prices
All prices are in Euros, excluding VAT and other government levies or taxes, as well as any costs incurred in the context of the Agreement such as travel and other expenses (including but not limited to invoices from third parties). These costs are borne by the Client.
If the Consultant agrees on a fixed price with the Client, the Consultant is entitled to increase this price without the Client being entitled to terminate the Agreement on that ground, if the price increase results from an authority or obligation under the law or regulations or is caused by an increase in cost-determining factors (e.g., raw material prices, wages) or other reasons that were not reasonably foreseeable at the time of entering into the Agreement.
If the price increase, other than as a result of an amendment to the Agreement, exceeds 10%, the Client has the right to cancel the Agreement. This cancellation must be done in writing within 14 days of receiving the adjusted price. However, the Consultant may still perform the Agreement based on the originally agreed terms if (a) the price increase results from an authority or obligation on the part of the Consultant under the law or (b) delivery is stipulated to take place more than three months after the Agreement.
A cancellation, as mentioned in the preceding paragraph, does not entitle the Client to compensation for any damage. If the Client cancels the Agreement, the Consultant is entitled to charge the costs already incurred to the Client.
Article 5. Payments
The Client is required to settle all invoices within 15 calendar days of the invoice date.
If the Client receives payment from the Customer more than 15 days after the invoice date, the Consultant may impose a late fee of 50.00 Euros. If the Consultant has not received payment from the Client more than 30 days after the date of the invoice, the Consultant may assess 5% simple interest on the unpaid invoice. Interest begins accruing on the invoice due date. If the Client has not paid an invoice for more than 90 days, the Consultant may refer the collection of the unpaid amount to a solicitor or collections agency. If the Client’s unpaid invoices are referred to a solicitor or collections agency, the Client shall pay all reasonable solicitor’s fees or collections agency fees.
Article 6. Intellectual Property rights
The Consultant retains all intellectual property rights to any work, materials or deliverables created during the provision of the services.
The Consultant grants the Client a non-exclusive, worldwide, royalty-free licence to use the deliverables solely for the purpose specified in the Agreement.
Article 7. Duration of the Agreement
The Agreement is considered concluded from the day of signing by Consultant or, respectively, the day of dispatch of the written order confirmation to the Client.
The Agreement is entered into for an indefinite period unless the content, nature or purpose of the Agreement indicates that it has been entered into for a definite period.
Article 8. Execution of the Agreement
In the execution of his activities, the Consultant observes the care of a good Consultant.
The Consultant undertakes an obligation to make an effort with the Agreement and therefore does not guarantee the results of the assignment unless expressly agreed otherwise.
The Consultant has the right, to the extent that proper execution of the Agreement requires it, to have part of the Agreement carried out by third parties. The Consultant will only do so after consultation with the Client.
If a term has been agreed for the completion of certain activities within the term of the assignment, this is never a strict deadline for the Consultant. In the event of exceeding the execution period, the Client must notify the Consultant in writing of the default.
Article 9. Changes to the Agreement
Changes to the Agreement by the Client that could not have been foreseen by the Consultant and result in additional work will be charged to the Client by the Consultant per the agreed rate in the Agreement. There is also additional work if, as a result of providing incorrect or incomplete information by the Client, the Consultant must reorganise the planned activities. The Consultant is entitled to charge the costs for additional work based on actual costs to the Client.
Changes or additions to the Agreement requested by the Client after the assignment has been given must be communicated to the Consultant timely and in writing. A change or addition to the Agreement is only valid if accepted by both the Consultant and Client (preferably in writing).
Changes made to an already issued assignment may result in exceeding the originally agreed delivery time by the Consultant.
Article 10. Client’s Cooperation
The Client will, solicited and unsolicited, provide all relevant information to the Consultant that is necessary for the correct execution of the assigned task.
If necessary data is not provided, not provided in a timely manner or not provided under the agreed terms by the Client or if the Client has not fulfilled their (information) obligations in any other way, the Consultant may to suspend the execution of the Agreement.
To ensure the smooth execution of the assignment and adhere to the schedule, the Client shall provide employees of their organisation on time, unless the nature of the assignment dictates otherwise. The Client must ensure that their staff has the right skills and experience to perform the work.
If, as a result of the non-, untimely or improper provision of personnel, requested data, documents and facilities by the Client, extra costs arise for the Consultant, these costs will be borne by the client.
Article 11. Termination
Both parties can terminate the Agreement in writing at any time with a notice period of 30 days unless the parties have agreed otherwise.
If premature termination is initiated by the Client, the Consultant is entitled to compensation for the loss of occupancy, which is reasonable and can be substantiated, taking the average monthly billing amount as a basis, unless there are facts and circumstances underlying the termination that can be attributed to the Consultant. The provisional results of the work done up to that point will be made available to the Client.
If one of the parties becomes bankrupt, applies for a moratorium on payments or ceases operations, the other party has the right to terminate the Agreement prematurely without observing a notice period.
In the event of premature termination by the Consultant, the Client is entitled to the cooperation of the Consultant in transferring the work to be performed to third parties. If the transfer of the work involves extra costs for the Consultant, these will be invoiced to the Client.
Article 12. Force Majeure
In the event of force majeure, the Consultant is entitled to suspend the execution of the Agreement or to terminate the Agreement in whole or in part without judicial intervention, without being obliged to pay any compensation.
Force majeure includes, but is not limited to, circumstances such as war, riots, mobilization, internal disturbances, fire, water damage, floods, work strikes, exclusion, business disruptions, stagnation in the supply of raw materials, virus outbreaks, non- performance by third parties, government measures, including import and export measures, provision of energy, transport delays and other disruptions in the company of the Consultant or third parties engaged by him.
Article 13. Liability
The Consultant is only liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these general terms and conditions, any reasonable costs incurred to have the defective performance of the Consultant comply with the Agreement, unless this cannot be attributed to the Consultant, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
The Consultant is not liable for damage of any kind, arising because the Consultant has assumed incorrect and/or incomplete information provided by the Client.
Nothing in the Agreement shall be construed as either a warranty or representation by the Consultant as to the intellectual property rights will not infringe any patent or other rights of other parties. The Consultant assumes no liability in respect of any infringement of any patent or other rights of third parties due to the activities of the Client under the Agreement.
If the Consultant can be held liable for any damage, the Consultant’s liability is limited to the amount of the paid invoice amount, or at least to that part of the Agreement to which the liability relates. This does not apply to the Consultant’s legal liability and damage as a result of intent or gross negligence on the Consultant’s part.
The liability of the Consultant is at all times limited to the amount paid out by the insurer of Consultant in the matter concerned. This does not apply to the Consultant’s legal liability and damage resulting from intent or gross negligence on the Consultant’s part.
In deviation from paragraph 5 of this article, in the case of a continuing performance contract, the liability will be limited to the last invoice amount, invoiced by the Consultant to the Client in the last calendar year in which the damage-causing event occurred.
Article 14. Applicable Law and Dispute Resolution
The Agreement or further agreements arising therefrom are exclusively governed by Dutch law.
All disputes arising in connection with the agreement, or further agreements resulting therefrom, will be finally settled by the competent civil court in Arnhem, The Netherlands.
Article 15. Amendment of Terms and Conditions
The Consultant is entitled to amend or supplement these general terms and conditions.
Changes will also apply to existing Agreements with due observance of a period of 30 days after written notification of the changes.
