The following general terms and conditions apply to assignments granted to Mieja Administratie located Industrieweg 6, 5571 LJ in Bergeijk, hereinafter referred to as the contractor.
Article 1: General
In these general terms and conditions, the following definitions apply:
- Client: the natural person or legal entity who has instructed the contractor to perform work,
- Contractor: the office that has accepted the assignment;
- Activities: all activities that have been commissioned, or which are performed by the contractor for other reasons.The above applies in the broadest sense of the word and in any case includes the activities as stated in the order confirmation;
- Documents: all goods and data made available by the client to the contractor, including documents or data carriers, as well as all goods manufactured by the contractor in the context of the execution of the order, including documents or data carriers.
Article 2: Applicability
- These general terms and conditions apply to all agreements entered into by the contractor.Changes to these terms and conditions are only valid if they have been accepted explicitly and in writing by the contractor.
Article 3: Commencement and duration of the agreement
- The agreement is first established and commences at the moment that the order confirmation signed by the client is returned and signed by the contractor.The confirmation is based on the information provided by the client to the contractor at the time.The confirmation is deemed to represent the agreement correctly and completely.
- The contractor is free to prove that the agreement has been concluded in another way.
- The agreement is concluded for an indefinite period of time, unless it follows from the nature or scope of the assignment that it has been entered into for a definite period of time.
Article 4: Client’s details
- The client is obliged to provide all documents that the contractor requires in his opinion for the correct execution of the assignment, as well as allother information relevant to the execution or completion of the assignment, in time and in the desired form and manner. decision of the contractor.
- The Client guarantees the correctness, completeness and reliability of the data and documents made available to the Contractor, even if they originate from third parties, unless otherwise ensuing from the nature of the assignment.
- The Contractor has the right to suspend the execution of the assignment until the moment that the Client has fulfilled the obligation stated in the first and second paragraph.
- If and insofar as the client so requests, the documents made available, subject to the provisions under article 15, will be returned to them.
- The damage of the contractor resulting from the delay in the performance of the assignment, the additional costs incurred by him and his extra fee, arising from the failure to make the required information and documents available, not timely or not properly, are on behalf of the client.
Article 5: Execution of assignment
- The Contractor determines the manner in which and by whom the assignment is performed.
- The Contractor is entitled to have certain work carried out by a third party to be appointed by the Contractor, without notice to the Client, if this is desirable in the opinion of the Contractor with a view to an adequate execution of the assignment.If this is reasonably possible, the contractor will consult with the client about engaging third parties in advance.
- The contractor can only perform more work and charge the client than the assignment has been given if the client has given its permission in advance, unless these activities result from the circumstances referred to in article 4, paragraph 5.
- The contractor carries out the assignment in accordance with the applicable (professional) regulations and what is required of him by or pursuant to the law.The client always fully respects the obligations arising from this for the contractor.
- The contractor will take the necessary care when selecting third parties to be engaged, but is not liable for any errors of third parties.
Article 6: Confidentiality and exclusivity
- The Contractor is obliged to maintain secrecy towards third parties of all documents and information of a confidential nature obtained from the Client, unless the Contractor has an obligation to provide information on the grounds of applicable legislation.
- The Contractor is not entitled to use the information made available to him by the Client for a purpose other than that for which it was obtained.An exception is made to this in the event that the contractor acts for himself in a civil- – or criminal proceedings where these documents may be of interest.
- Unless prior written permission has been granted by the contractor, the client will not publish the content of reports, advice or other written or otherwise express statements by the contractor, which have not been drawn up or made with the intention of providing third parties with the information contained therein, to make.The client shall also ensure that third parties can not become familiar with the content referred to in the previous sentence.
- Contractor shall impose his obligations on the basis of this article on third parties engaged by him.
- The contractor is entitled to use the numerical results obtained after processing, provided these results can not be traced back to individual clients, for statistical or comparative purposes.
Article 7: Intellectual property rights
- The Contractor remains the owner of all intellectual property rights or reserves all rights arising from his activities and those that he uses during his work, such as but not limited to copyright.
- The client is explicitly prohibited from reproducing, disclosing or exploiting those products, including computer programs, system designs, working methods, advice, (model) contracts, templates, macros and other mental products, with or without the involvement of third parties.
- The client is not permitted to hand over these products to third parties, other than to obtain an expert opinion regarding the activities of the contractor.
Article 8: Force majeure
- Force majeure means abnormal and unforeseeable circumstances that are independent of the will of the person invoking it and the consequences of which could not be avoided in spite of all precautionary measures.
- If the contractor can not, not timely or not adequately fulfill his obligations arising from the agreement as a result of force majeure, these obligations shall be suspended until the moment that the contractor is still able to perform these in the agreed manner.
- In case the situation as referred to in the first paragraph occurs, the Client has the right to terminate the agreement in writing in whole or in part and with immediate effect.
Article 9: Honorarium
- Prior to commencement of the work, the Contractor shall be entitled to suspend the execution of the work until the moment that the Client has paid an advance for the work to be performed to the Contractor, or has provided security for this.
- The fee of the contractor is not dependent on the outcome of the assignment.
- If after the conclusion of the agreement, but before the assignment is fully implemented, wages and / or prices undergo a change, the contractor is entitled to adjust the agreed rate accordingly, unless the client and the contractor have made other agreements about this.
- The contractor’s fee, if necessary increased by advance payments and invoices from third parties engaged, shall be charged to the client per month, per quarter, per year or after completion of the work, unless the client and the contractor have made other agreements about this.The sales tax will be charged separately on all amounts owed by the client and the contractor.
Article 10: Payment
- Payment by the client of the amounts due to the contractor, without the client being entitled to any deductions, discounts or set-off, must take place within the given payment term.With an agreed monthly price, this involves twelve installment payments.When processing the administration afterwards, the agreed price must be paid at once. In the case of (extra) work on an hourly basis , without the client being entitled to any deduction, discount or setoff, the payment must be made within the given payment term, but in no case later than 14 days after the invoice date. Payment must be made in Dutch currency by transferring the amount owed to the bank account specified by the contractor. The day of payment is the day on which the amount due is credited to the account of the contractor.
- If the client does not pay within the given payment period or, if no payment term has been agreed, within 14 days after the invoice date, the contractor shall immediately after the expiration of 14 days after the invoice date the statutory interest (ex article 6: 119 or if applicable 119a of the Civil Code) until the date of payment.
- If the client has not paid within the period referred to in the first paragraph, the client will owe extrajudicial collection costs amounting to 15% of the principal sum.If the contractor has to incur higher costs for the collection of its claim, these are also at the expense of the client.
- In the case of a joint assignment, clients, insofar as the work has been performed for the joint clients, are jointly and severally liable for the payment of the invoice amount, possibly increased by the costs and interest as referred to in paragraphs 2 and 3.
- If the financial position or the payment behavior of the client gives rise to this in the opinion of the contractor, the contractor is entitled to require the client to provide (additional) security in a form to be determined by the contractor without delay.If the client fails to provide the requested security, the contractor shall be entitled, without prejudice to his other rights, to immediately suspend the further performance of the agreement and all that which the client owes the contractor for whatever reason shall be immediately due and payable.
Article 11: Delivery period
- If the client owes an advance payment or has to provide the necessary information and / or documents for the execution, then the period within which the work must be completed does not start until after the payment has been received in full, respectively the information and / whether materials have been made available in full.
- Terms within which the work must be completed can only be regarded as a deadline if this has been expressly agreed.
- Unless implementation is permanently impossible, the agreement can not be terminated by the client due to a time limit, unless the contractor does not or does not fully execute the agreement within a reasonable period of time stated to him after the agreed delivery period.
Article 12: Liability
- The contractor will perform his work to the best of his ability and observe the greatest care.The contractor is not liable for damage of the client that arises because the client has provided the contractor incorrect or incomplete documents or information.
- The client indemnifies the contractor against third-party claims for damage caused by the client having provided the contractor incorrect or incomplete documents or information, unless the client can demonstrate that the damage is not related to culpable acts or omissions of the client or caused by intent or gross negligence on the part of the contractor.
- If the client proves that he has suffered damage as a result of an error on the part of the contractor that can be attributed to him, any liability on the part of the contractor shall be limited to no more than three times the amount of the fee invoiced to the client for the relevant assignment, unless there is intent or gross negligence on the part of the contractor.If there is no specific assignment (for example, there is a standing order), then each liability of the contractor is limited to a maximum of three times the amount of the fee invoiced to the client in the last year prior to the error, unless there is intent or gross negligence on the part of the contractor.
- The Contractor shall at all times have the right, if and insofar as possible, to reverse the damage of the Client.
Article 13: Termination
- The client and contractor can cancel the agreement at any time.If the agreement ends before the assignment has been completed, the fee will be due as far as the contractor has performed activities for the benefit of the client.
- Termination must be notified to the other party in writing.
Article 14: Suspension right
- The contractor is entitled to suspend the fulfillment of all his obligations after a careful balancing of interests, including the issuing of documents or other items to the client or third parties, up to the moment that all due and payable claims against the client have been paid in full.
- The provisions of the first paragraph do not apply with regard to items or documents of the client that have not (yet) been processed by the contractor.
Article 16: Applicable law and choice of forum
- Dutch law applies to all agreements between the client and the contractor to which these general terms and conditions apply.
- All disputes relating to agreements between the client and the contractor, to which these conditions apply, shall be settled by the competent court in the district in which the contractor is domiciled.