General conditions
General terms and conditions – tangible-result
Article 1
DEFINITIONS
TANGIBLE-RESULT: tangible-result located in Amsterdam, with offices at 1054 KA Amsterdam, Kattenlaan 6 A.
SERVICES: all activities undertaken by tangible-result under the instruction of the principal, or on behalf of the principal or a third party assigned by the principal.
PRINCIPAL: tangible-result’s contracting party.
CONTRACT: the contract concluded between tangible-result and the principal concerning the provision of services, as determined by a document upon which both parties have agreed, and any documents declared applicable in said document.
PARTIES: tangible-result and principal.
Article 2
APPLICABILITY
These general terms and conditions apply to all offers and contracts pertaining to the provision of services to a principal by tangible-result. Deviations from these general terms and conditions are not valid until they are confirmed in writing by tangible-result. If a deviation from one or more provisions of these general terms and conditions is in fact applicable, the other provisions will remain applicable in full. These general terms and conditions also apply vis-à-vis third parties that have been contracted by tangible-result for the purpose of executing the contract.
Article 3
CONCLUSION OF CONTRACTS
Quotations offered by tangible-result will remain valid for the duration of the acceptance period cited therein. A contract is concluded only after both parties have signed a contract or order confirmation.
Article 4
RIGHTS AND OBLIGATIONS TANGIBLE-RESULT
4.1. Tangible-result will perform its activities in conformity with the Dutch legal standards of professionalism. Tangible-result will use its resources to their fullest extent in order to comply with the terms agreed upon in the contract.
4.2. Should tangible-result deem it necessary or desirable to do so, it is entitled to use third parties in order to fulfill its contractual obligations. Outsourcing will only occur under the auspices of tangible-result*’s norms of quality assurance.
Article 5
LEGISLATIVE CHANGES
In case of legislative changes and/or other government mandated regulatory changes and/or changes in interpretation of law and regulations result in additional or alternative agreements and/or obligations on the part of tangible-result, the contract will be altered (retroactively) accordingly by both parties acting in congress. tangible-result and the principal will give each other immediate notice of the aforementioned changes and the subsequent necessary alterations in the contract and any connected financial agreements.
Article 6
OBLIGATIONS PRINCIPAL
6.1. The principal will ensure that all the data necessary for the execution of the agreed upon services is provided to tangible-result in the agreed upon fashion and he will follow any reasonable instruction it receives from tangible-result.
6.2. In the event that this data is not provided in a timely fashion, or in the event that instructions have not been followed or the necessary cooperation of (employees of) the principal is not extended, the parties will confer. If this has shown to be unfruitful, tangible-result reserves the right to suspend the execution of the agreement and/or charge the extra costs resulting from the delay in accordance with the usual rates.
Article 7
DEADLINES
7.1. Unless explicitly determined otherwise by the contract, all (delivery) dates quoted by tangible-result are best estimates based on the information at tangible-result’s disposal at the time the contract was concluded or, as the case may be, the quotation was drawn up.
7.2. In the event of a breach of contract attributable to tangible-result, tangible-result will not be in default unless the principal has sent a written notice of default, including a reasonable period of time in which to remedy the failure.
7.3. Tangible-result is not bound by (delivery) dates by circumstances outside of its sphere of influence (which includes governmental response times) and that have presented themselves after the conclusion of the contract.
7.4. Any impending breach of a deadline will prompt tangible-result and the principal to confer on the shortest notice possible.
Article 8
RATES AND PAYMENT
8.1. The principal owes tangible-result payment for the services he has received. Payment can consist of onetime sums to be paid in full or amounts that are due on an annual or otherwise periodical basis.
8.2. Tangible-result is entitled to demand advance payment of amounts due.
8.3 All payments owed to tangible-result by the principal will be raised by the appropriate statutory taxes and levies.
8.4. Invoicing and payment of all amounts based on this contract will occur in EURO.
8.5. The payment periods agreed upon in the contract apply.
8.6. The principal will pay all invoices in full before the agreed upon deadlines.
8.7. The principal’s failure to pay on time will result in his being in default, without further notice of default.
8.8. Starting from the date on which the principal is in default, tangible-result is entitled to charge legal interest and the reasonable costs of obtaining satisfaction through extrajudicial means.
8.9.In the event that the principal fails to fulfill his obligation to pay before the agreed upon deadline, the principal, without any further notice of default, will owe legal interest over the amount due. The amount due will then consist of the amount that is yet to be paid between the due date of the invoice and the moment that the interest invoice is sent. If the principal persists in failing to fulfill his obligation of payment after a notice of default has been sent, the action can be entrusted to a third party, in which case the principal will also be charged, in addition to the amount due, for the full reimbursement of extrajudicial and judicial costs, including those that have been calculated by external experts aside from the judicially determined costs, pertaining to the collection of this action or to the administration of justice in another manner, which will be set at a minimum of 15% of the total amount.
8.10. In the event that circumstances attributable to the principal prevent tangible-result from performing its activities, the principal will be obligated to fulfill his duty to pay tangible-result the agreed upon fee and the consequent costs.
8.11. In the event that the principal disputes any element of an invoice, he will still be obligated to pay the undisputed elements. In case and to the extent in which the disputed elements appear to be due after all, the original invoice date will apply.
Article 9
LIABILITY
9.1. Tangible-result accepts obligations to pay for damages, to the extent that this Article stipulates.
9.2. The total liability of tangible-result for attributable breaches of contract is limited to compensation for direct damages, to a maximum of the fee(s) cited in the invoice for the particular contract. (excl. VAT)
9.3.Tangible-result can never be held liable for indirect damages, which includes consequential damages, loss of income or profit, missed savings and damage caused by business stagnation.
9.4. Any claim by the principal against tangible-result is void if the principal has not provided tangible-result with a written motivated notice of this liability within twelve calendar months after he noticed or could have noticed the facts on which the liability is based. Tangible-result does not incur liability before the principal has provided tangible-result with a notice of default including a reasonable period of time in which to remedy the failure, and tangible-result has failed to repair the breach within this period of time.
Article 10
NON-ATTRIBUTABLE BREACH OF CONTRACT
10.1. In the event of force majeure, the obligations to which the force majeure pertains will be suspended for the duration of the force majeure. Force majeure will be interpreted to mean any circumstance that exists independently from the will of tangible-result, that indefinitely or temporarily hinders the execution of the contract, and that cannot be reasonably attributed to tangible-result.
10.2. In the event that force majeure has persisted for three months, or as soon as it is determined that it will persist for more than three months, each of the parties is entitled to end the contract without notice. In the occurrence of such a situation, the principal is obligated to pay a part of the agreed upon amount as is proportionally appropriate given the status of the performed activities.
Article 11
INTELLECTUAL PROPERTY
11.1. Insofar as any intellectual property rights exist vis-à-vis any handbook, any manual, any protocol, any methodology or any other document drafted by tangible-result, they will remain with tangible-result.
11.2. In the event that, during the contract’s duration, parties either apply any changes to any handbook, any manual, any protocol or any other document drafted by tangible-result, or draft a new manual, a new handbook, a new protocol or any other new document, the intellectual property rights vis-à-vis those documents will also remain with tangible-result.
11.3. To the extent necessary, the principal will cooperate with the transfer of any intellectual property rights vis-à-vis materials drafted in the context of the contract, without stipulating any form of payment.
Article 12
PRIVACY, CONFIDENTIALITY AND SECRECY
12.1. Parties are obligated to provide each other with reasonable mutual assistance in order to enable the other party to fulfill its obligations stemming from the applicable privacy laws.
12.2. Parties will treat all information, knowhow, (patient) data or specifications pertaining to the execution of this contract and/or the other party’s business with confidentiality and refrain from providing third parties with the aforementioned information, unless the party with which the information originated has given its written authorization. The same applies to the content of the contract.
12.3. This obligation of secrecy does not apply to information that has become publicly known and the publication of which does not constitute a violation of a confidentiality agreement, or in the event that information was already known to the receiver at the time of reception, or if information was provided by a third party not acting in breach of a confidentiality agreement.
12.4. Furthermore, the obligation of secrecy does not apply insofar as publication is demanded by law, a binding judicial or governmental ruling or a professional duty. The publishing party will, to the extent possible, confer with the other party prior to publication, concerning the method and content of the publication. In the event that tangible-result is obligated by law or judicial ruling to provide confidential information to a third party that has been appointed by law or a competent judge and tangible-result is unable to invoke a legal entitlement of refusal or an entitlement of refusal recognized by a competent judge, tangible-result is not liable for any damages and the principal is not entitled to dissolution of the contract based on any damages it may have incurred as a result.
12.5. Parties will submit their employees and all other third parties who will work for them to the obligation of secrecy.
12.6. The obligation of secrecy as referred to in this Article will apply for five years after the contract has ended or has been dissolved, unless an agreement to the contrary has been reached.
Article 13
NON-TAKEOVER OF PERSONNEL
The principal is prohibited from directly or indirectly contacting, hiring or negotiating with employees of tangible-result or third parties that are involved or have been involved in the performance of activities, without consulting the other party, for the duration of the contract and for 1 year after the contract has ended.
Article 14
DURATION AND TERMINATION OF CONTRACT
14.1. Contracts are entered into for a period of time determined in the contract and are in any case considered to be terminated as soon as tangible-result has completed its services. If a contract has been entered into for an undetermined period of time, both parties will be entitled to cancel the contract at the end of each contract year by way of a registered letter, observing a six month cancellation period, unless a written agreement stipulates otherwise.
14.2. A contract can be dissolved by either party by way of a registered letter, without judicial action and with immediate effect if: a. The other party, either voluntarily or forcibly, files for judicial administration or bankruptcy, finds itself bankrupt or in a reasonably comparable situation, including situations in which it loses authority over a substantial part of its assets or ceases its business activities;
b. the other party attributably breaches any obligation stemming from the contract and fails to fulfill that obligation within a reasonable period of time;
c. the other party’s reputation is discredited to the extent that the other cannot be demanded to continue the relationship.
Article 15
FINAL PROVISIONS
15.1. In the absence of tangible-result’s express written consent, the principal is not allowed to transfer rights and duties resulting from the contract to third parties. Tangible-result will not withhold its consent on unreasonable grounds.
15.2. These general terms and conditions and the contents of the contract replace all previous agreements between parties. Deviation from the contents of the contract can only occur in writing.
15.3. In the event that any provision of these general terms and conditions or a contract is null and void or nullified, the remaining provisions of these general terms and conditions or, as the case may be, a contract, will remain applicable in full and tangible-result will replace the null and void or nullified provisions with new provisions, which will observe as much as possible the goal and meaning of the null and void or nullified provision.
15.4. These general terms and conditions have been deposited with the Amsterdam Chamber of Commerce and the most recently deposited version will apply or, as the case may be, the version that applied at the time of the conclusion of the contract.
Article 16
GOVERNING LAW AND COMPETENT JUDGE
16.1. All legal relationships between tangible-result and the principal are governed exclusively by Dutch law.
16.2. Disputes that may arise in connection to contracts, including disputes about their existence and validity, will be presented in first instance solely to the competent judge in Amsterdam. However, such steps will not be taken before the parties have attempted to come to an amicable agreement.
Copyright tangible-result, January 2009.