Terms and Conditions

Note: These terms and conditions are originally drafted in Dutch. The Dutch version prevails in case of any discrepancies. The original Dutch version is available at /algemene-voorwaarden.

Article 1 - Definitions

Aldewereld Consultancy, established in Amsterdam (Nieuwe Hemweg 26, 1013CX Amsterdam), Chamber of Commerce number 61862533, VAT: NL002168402B79, is referred to in these general terms and conditions as the service provider.

The counterparty of the service provider is referred to in these general terms and conditions as the client.

Parties are the service provider and the client together.

The agreement refers to the service agreement between the parties.

Article 2 - Applicability of general terms and conditions

These conditions apply to all quotations, offers, work, agreements, and deliveries of services or goods by or on behalf of the service provider.

Deviations from these conditions are only possible if explicitly and in writing agreed upon by the parties.

The agreement always contains obligations of effort for the service provider, not obligations of result.

Article 3 - Payment

Invoices must be paid within 14 days of the invoice date, unless the parties have made other written arrangements or a different payment term is stated on the invoice.

Payments are made without any right to suspension or set-off by transferring the amount due to the bank account number specified by the service provider.

If the client does not pay an invoice within the agreed term, the client is in default by operation of law, without any notice of default being required. From that moment, the service provider is entitled to suspend obligations until the client has met their payment obligations.

If the client remains in default, the service provider will proceed with collection. The costs of collection are at the expense of the client.

Article 4 - Offers and quotations

The offers of the service provider are valid for a maximum of 1 month, unless a different acceptance period is stated in the offer. If the offer is not accepted within the stated period, the offer expires.

Delivery times in quotations are indicative and do not entitle the client to dissolution or compensation in case of exceeding, unless explicitly and in writing agreed otherwise.

Article 5 - Prices

The prices stated in offers, quotations, and invoices of the service provider are exclusive of VAT and any other government levies, unless explicitly stated otherwise.

Regarding the services, the parties may agree on a fixed price at the time of entering into the agreement. If no fixed price has been agreed, the rate may be determined on the basis of hours actually spent.

Article 6 - Price indexation

The prices and hourly rates agreed upon at the time of entering into the agreement are based on the price level at that time. The service provider has the right to adjust the fees to be charged to the client annually as of January 1.

Article 7 - Information provision by client

The client makes all information relevant to the execution of the assignment available to the service provider in a timely manner and in the desired form.

The client guarantees the accuracy, completeness, and reliability of the data and documents made available to the service provider.

Article 8 - Withdrawal of assignment

The client is free to terminate the assignment to the service provider at any time.

When the client withdraws the assignment, the client is obliged to pay the wages due and expenses incurred by the service provider.

Article 9 - Execution of the agreement

The service provider executes the agreement to the best of their knowledge and ability and in accordance with the requirements of good workmanship.

The service provider has the right to have work performed by third parties.

Article 10 - Contract duration

The agreement between the client and the service provider is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly and in writing agreed otherwise.

Article 11 - Amendment of the agreement

If during the execution of the agreement it becomes apparent that it is necessary to change or supplement the work to be performed, the parties shall adjust the agreement accordingly in mutual consultation in a timely manner.

Article 12 - Force majeure

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of the service provider in the fulfillment of any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the will of the service provider, which prevents the fulfillment of obligations wholly or partially.

Article 13 - Set-off

The client waives the right to set off a debt to the service provider against a claim on the service provider.

Article 14 - Suspension

The client waives the right to suspend the performance of any obligation arising from this agreement.

Article 15 - Transfer of rights

Rights of a party under this agreement cannot be transferred without the prior written consent of the other party.

Article 16 - Lapse of claim

Any right to compensation for damage caused by the service provider lapses in any case 12 months after the event from which the liability directly or indirectly arises.

Article 17 - Guarantee

The parties have entered into an agreement of a service-providing nature, which for Aldewereld Consultancy only contains an obligation of effort and therefore no obligation of result.

Article 18 - Insurance

The client undertakes to adequately insure and keep insured delivered goods necessary for the execution of the underlying agreement, as well as goods of the service provider present at the client's premises.

Article 19 - Liability for damages

The service provider is not liable for damage arising from this agreement, unless the service provider has caused the damage intentionally or with gross negligence.

Any liability for damage is always limited to the amount paid out in the relevant case by the professional liability insurance policy(ies) taken out.

Article 20 - Client liability

If an assignment is given by more than one person, each of them is jointly and severally liable for the amounts due to the service provider under that assignment.

Article 21 - Indemnification

The client indemnifies the service provider against all claims from third parties related to the goods and/or services delivered by the service provider.

Article 22 - Duty to complain

The client is obliged to report complaints about the work performed directly in writing to the service provider with a detailed description of the shortcoming.

Article 23 - Retention of title

Goods and delivered parts present at the client remain the property of the service provider until the client has paid the full agreed price.

Article 24 - Intellectual property

Unless the parties have agreed otherwise in writing, the service provider retains all intellectual property rights on all designs, drawings, writings, data carriers, and other materials.

Article 25 - Confidentiality

Each of the parties shall keep confidential all information received from the other party and all other information concerning the other party that they know or can reasonably suspect to be confidential. This confidentiality obligation applies for the duration of this agreement and for a period of three years after its termination.

Article 26 - Penalty for breach of confidentiality

If the client violates the confidentiality article of these general terms and conditions, the client forfeits an immediately payable penalty of EUR 5,000 for each violation and EUR 500 for each day that the violation continues.

Article 27 - Non-recruitment of personnel

The client shall not employ or otherwise engage, directly or indirectly, any employees of the service provider during the term of the agreement and up to one year after its termination.

Article 28 - Amendment of general terms and conditions

Aldewereld Consultancy is entitled to amend or supplement these general terms and conditions.

Article 29 - Applicable law and competent court

Dutch law applies exclusively to every agreement between the parties. The Dutch court in the district where Aldewereld Consultancy is established has exclusive jurisdiction to hear any disputes between the parties, unless the law dictates otherwise.

Article 30 - Attribution

These general terms and conditions are applicable from: January 1, 2024.