Terms and conditions.

Introduction

We advise you to carefully read these Terms and Conditions to be aware of your rights and obligations under the Agreement between you and us. You are referred to as the Client in these General Terms and Conditions. We use the male form for convenience, but it is important to note that when we refer to "he," we also refer to "she."

Art. 1 - Defined Terms

1. In these Terms and Conditions, the following capitalised terms have the following meanings:

Art. 2 - Applicability

1. The General Terms and Conditions apply to any Agreement between the Workplace Consultants B.V. and the Client. Any general terms and conditions of the Client are expressly rejected at this moment.
2. In the event of a dispute concerning the content or interpretation of these general terms and conditions between a text in another language and the Dutch text, the Dutch text shall be binding.
3. Deviations from and additions to the Agreement are only valid if they have been agreed upon in writing by the Parties.
4. When the Contractor engages other parties to provide the Services, these General Terms and Conditions shall also apply to the execution of the Services by these other parties.
5. The Workplace Consultants B.V. is entitled to amend these General Terms and Conditions. Substantive changes shall become effective one (1) month after their announcement.

Art. 3 - Agreement Establishing

1. Offers and proposals from Workplace Consultants B.V. do not bind Workplace Consultants B.V. unless a validity period is specified in the request. If no acceptance period is included, the offer will expire 14 days after it is issued.
2. If the Client provides a task to Workplace Consultants B.V. without a prior offer, Workplace Consultants B.V.will only be bound to this task after confirming it in writing to the Client.
3. An offer for multiple Services does not obligate Workplace Consultants B.V. to deliver a part of the Services mentioned in the offer at a corresponding part of the price.
4. Offers, proposals, price quotations, and rates do not automatically apply to reorders and new orders.

Art. 4 - The Service

1. Workplace Consultants B.V. always provides Services to the best of their ability. However, they do not guarantee specific results unless agreed otherwise in writing.
2. Workplace Consultants B.V. will execute the Agreement to the best of its knowledge and ability, meeting the standards expected of a professional party. If, in the judgment of Workplace Consultant, a proper execution of the Agreement requires it, third parties may perform specific tasks. The applicability of Articles 7:404 and 7:407, paragraph 2 of the Dutch Civil Code, is explicitly excluded.
3. Only when determined expressly in writing within the Agreement can an agreed-upon deadline be considered a strict deadline. In all other cases, an agreed-upon deadline should be indicative.
4. Workplace Consultants B.V. can complete the work in deliverables or features, invoicing each deliverables or feature separately.

Art. 5 - Commissioning Party's Obligations

The Client is obligated to provide Workplace Consultants B.V. with all necessary information and cooperation required by Workplace Consultants B.V. to perform the Services. Workplace Consultants B.V. may suspend the work as long as the Client does not meet the obligation in this provision. Workplace Consultants B.V. is never liable for any damage and delay arising from the failure to comply, late compliance, or inadequate compliance with the information and cooperation obligation referred to in this article.

Art. 6 - Termination of the Agreement

1. The duration of the Agreement is determined by the Agreement between Workplace Consultants B.V. and the Client.
2. Workplace Consultants B.V. is permitted to terminate an Agreement at any time, without requiring a reason, by giving written notice with a one-month notice period. Workplace Consultants B.V. is not obligated to provide any form of compensation and financial compensation as a result of a (mid-term) termination.
3. The Client may not terminate the Agreement prematurely, except upon payment of the entire agreed-upon fee for the total original duration of the Agreement.
4. Either Party has the right to terminate the Agreement in whole or in part with immediate effect when the other Party is declared bankrupt or granted a suspension of payments and when the other Party's business is dissolved or liquidated.
5. In the event of dissolution of the Agreement, where services have already been provided, the Client's obligation to pay for the services rendered shall not be subject to any obligation to undo the same unless it can be established that Workplace Consultants B.V. has defaulted in relation to the specific services in question. Any amounts invoiced by Workplace Consultants B.V. prior to the dissolution, in respect to the services already performed pursuant to the Agreement, shall remain fully due and payable and shall become immediately payable upon dissolution.
6. The Client shall be liable to third parties for the consequences of termination or dissolution, regardless of which Party caused it, and shall indemnify Workplace Consultants BV. against any claims arising from such third parties.

Art. 7 - Renumeration

1. Unless otherwise indicated, All amounts mentioned in an offer, quotation, or Agreement are in Euros and are stated, excluding VAT and any other government-imposed levies.
2. The Client must fully settle the invoice within fourteen days. This payment term is considered a strict deadline, and the Client will default without further notice if payment is not made on time.
3. In the event that the Client believes that the invoice amount is incorrect or there is any other defect in the invoice, the Client must promptly notify Workplace Consultants B.V. and provide satisfactory evidence to support their position. The Client's dispute of any invoice, in whole or in part, does not release the Client from their obligation to make payment for any disputed or undisputed portion of the invoice.
4. Workplace Consultants B.V. reserves the right to charge the Client extrajudicial costs, amounting to fifteen percent of the total amount due, with a minimum of € 150, in case of unpaid invoices fourteen days after the invoice date. The Client shall also be liable to pay statutory commercial interest in addition to the aforementioned costs. All extrajudicial and judicial costs incurred in connection with the collection of amounts owed by Workplace Consultants B.V. shall be borne by the Client. All invoices issued by Workplace Consultants B.V. shall be considered binding and enforceable legal documents.
5. The Workplace Consultants B.V. is entitled to adjust its rates at any desired time. The Workplace Consultants B.V.shall inform the Client at least two (2) weeks before a rate change. If Workplace Consultants B.V. has announced a rate change, the Client may terminate the Agreement until the rate change takes effect. The Client must observe a notice period of one month in doing so.
6. Workplace Consultants B.V. has the right to increase their rates every year in line with the Consumer Price Index, as published by the Central Bureau of Statistics. This change can take place without notifying the Client and without granting the Client the right to terminate or end the Agreement.

Art. 8 - Intellectual Property Rights

1. All Intellectual Property Rights that rest on documents or materials that the Commissioning Party delivers to Workplace Consultants B.V.in the framework of the execution of the Agreement always remain with the Commissioning Party. The Commissioning Party provides a worldwide, non-exclusive, and sublicensable license to Workplace Consultants B.V.to use the delivered materials for the execution of the Agreement.
2. All intellectual property rights that belong to Workplace Consultants B.V. upon entering into the agreement will remain with Workplace Consultants B.V.
3. If and to the extent that with the execution of the Agreement, Intellectual Property Rights arise on the outcome of the Services, these Intellectual Property Rights shall rest with Workplace Consultant.
4. Suppose the Commissioning Party has complied with all its (payment) obligations under the Agreement. In that case, the Commissioning Party will obtain a limited, non-transferable, non-exclusive license to use the Intellectual Property Rights on the outcome of the services.

Art. 9 - Liability

1. Any liability of Workplace Consultants B.V. is limited to the compensation of direct damage, regardless of the reason for liability.
2. Direct damage is understood to mean solely:
   1. Material damage, exclusively in the sense of section 3, title 3 of book 6 of the Dutch Civil Code;
   2. Reasonable costs to prevent material damage, provided that the Client can demonstrate that these expenses have led to a limitation of the direct damage in the sense of the Agreement;
   3. Reasonable expenses incurred by the Client to establish the cause and extent of the damage, to the extent that the determination is related to direct damage in the sense of the Agreement;
   4. Reasonable costs incurred by the Client to make the performance of Workplace Consultants B.V. comply with the Agreement.
3. Workplace Consultants B.V. is not liable for any damage other than direct damage, such as loss of profit, loss of revenue, loss of expected savings, and other similar financial losses, as well as loss of goodwill or reputation, and any other damage not covered under the aforementioned direct damage.
4. Any claim for damages expires one year after the day on which the Client became aware or reasonably could have been aware of the damage and the liability of Workplace Consultant. Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, any claim for damages will be forfeited if it has not been brought before the competent court within one year after the facts on which the claim is based were known or could reasonably have been known to the Client.
5. When engaging third-party individuals to perform a service, Workplace Consultants B.V. shall exercise due care. In the event that Workplace Consultants B.V. engages an individual who is not affiliated with it, the Client shall not hold Workplace Consultants B.V. accountable for any errors or omissions made by such person. In the event that such hired individual seeks to limit their liability, Workplace Consultants B.V. is authorised to accept the limitation on behalf of the Client.
6. The Client or any other counterparty of Workplace Consultants B.V. is only entitled to hold Workplace Consultants B.V. liable. Any claim for damages against directors and employees, regardless of the legal basis for such claim, is excluded.
7. If - for whatever reason - Workplace Consultants B.V. is liable, its liability is limited to three times the invoiced and paid fee concerning the relevant Service, provided that this amount does not exceed €20,000.
8. If Workplace Consultants B.V. is liable, the right of recourse of a creditor is limited to the balance available on the general business account of Workplace Consultants B.V. when the liability arises. This provision constitutes an exception to the main rule of Article 3:276 of the Dutch Civil Code, according to which the debtor is liable with his entire estate for his creditor.
9. Workplace Consultants B.V. excludes any liability resulting from or in any way related to the insolvency or non-fulfilment of obligations by any bank, financial foundation or another third party.
10. Despite the stipulations in Article 2, these general terms and conditions aim to offer advantages not only to Workplace Consultants B.V. but also to all individuals and entities directly or indirectly associated with Workplace Consultants B.V. and participating in any capacity in the services provided by or in behalf of Workplace Consultants B.V. The Client is assured that Workplace Consultants B.V. and all other parties mentioned previously will be safeguarded against any third-party claims, including reasonable legal defence costs, that may emerge in relation to the work done for the Client, except in instances of deliberate misconduct or gross negligence by Workplace Consultants B.V.

Art. 10 - Miscellaneous

1. The Client is not entitled to transfer its rights and obligations arising from the Agreement to a third party without the consent of the Workplace Consultants B.V. unless expressly agreed otherwise in writing by the Parties.
2. If any provision of this Agreement is invalid or unenforceable, the Parties shall remain bound by the remaining conditions. The Parties shall replace the invalid provisions with another valid provision that reflects the Parties' intention as closely as possible through mutual Agreement.
3. This Agreement is governed by Dutch Laws, and any disputes arising from this Agreement will be addressed in the first instance by the competent court in the district where Workplace Consultants B.V. is located. This includes disputes arising from non-contractual grounds or related to the nullity, voidability, or existence of any legal act or Agreement.

Contact Us

Should you have any questions or require further clarification regarding these terms and conditions reach out using any of the contact methods available on our contact page.