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General Terms & Conditions
General Conditions for the implementation of consultancy assignments.
The General Conditions are applicable to all offers, projects, quotations and agreements for organisation and information consultancy between Mainnovation and its clients, respectively its legal successors.
- Basis of Quotations
Quotations of Mainnovation are based on the information that was submitted by the client. The client guarantees that, according to his best knowledge, he has provided all essential information for the set-up and execution of the study. Mainnovation will perform the consultancy services entrusted to it, according to its best insight and ability and in conformity with the requirements of good expertise. This obligation has, unless agreed otherwise, the nature of an ‘obligation to make an effort’, since the actual realisation of the intended result cannot be guaranteed.
- Availability of the client’s information, employees and facilities.
In order to best facilitate the performance referred to in the assignment, and in order to stay as much as possible within the agreed time scheme, the client makes all the required documents for this assignment available to Mainnovation. The same thing applies for making available employees of the client’s own organisation who are involved as described in doing the related work. If this has been agreed in the quotation then the client also supplies free of charge a separate workroom with a telephone connection.
- The involvement of third parties in the execution of the assignment
The involvement or contracting of third parties (by Mainnovation or by the client) in the assignment only takes place upon mutual consultation.
- Change of consultancy team
Upon consultation with the client, Mainnovation may alter the composition of the consultancy team if Mainnovation is of the opinion that such is required for the expedient performance of its assignment. The change in composition may not reduce the quality of the consultancy services to be rendered, nor may it have an adverse effect on the continuity of the assignment. A modification of the composition of the consultancy team may also be done on the basis of the client’s request upon consultation with Mainnovation.
- Status of personnel of either party
Neither party may, during the execution of the assignment, or within one year upon the conclusion of the assignment, hire the other party’s personnel or start negotiations on this subject unless it is done upon consultation with the other party.
- Rates and budget of the assignment
Concerning the rates and budgets the quotation indicates whether these include the cost of travel and lodging and other assignment-related costs. To the extent in which such costs are not included they may be charged separately to the client.
- Annual rate increase
Rate increases occur, unless specifically agreed otherwise, at the beginning of each year. The rate increase is based on the increased level of expertise of the delegated consultants and on the national development of wages and other social and fiscal financial burdens.
- Flexibility of working hours and locations
It is to be expected that the majority of the consultancy duties may be performed on the client’s location. For a part of the work for which the team members’ presence on the client’s location is not necessary or not efficient, Mainnovation, unless agreed otherwise, will determine on which times of the day and on which physical location the intended work will be carried out. This clause is intended to help avoid unnecessary travel time, travel expenses or expenses for lodging whereas it also intends to stimulate the best possible efficiency concerning a possible execution of an assignment. There is no additional charge for work done beyond the standard office hours or workdays.
- Conditions of payment
The fee and the costs as referred to in article 7 are monthly chargeable to the client’s account and invoiced by means of an (advance) invoice. For current assignments this happens by the end of the month. For completed assignments this happens directly after completion.
Payment must occur within 14 days upon invoice date. For overdue payments, the legal interest is charged without this requiring an official overdue notice. If the client defaults on the payment the agency may suspend the execution of the assignment based on the uncertainty exception.
If the client is in default, or if in any other way he fails to meet one or more of his obligations then all the reasonable costs incurred to obtain the settlement of his account, both the judicial as well as the extra judicial costs, will be for his account.
If the assignment is given by more than one client then all clients are jointly and severally liable for the obligations as referred to in this article (irrespective of the name mentioned on the invoice)
- Modification of the assignment or variations
The client accepts the fact that the time planning of the assignment may be affected if parties in the mean time decide to extend or to modify the agreed approach, methodology or scope of the assignment and/or the related work.
If the modification of the assignment, or of the approach, results from the client’s interference then Mainnovation will make the necessary changes if it is in the interest of the quality of service. If such a modification results in variations then this will be confirmed to the client as a supplementary assignment.
- Duration and conclusion of the assignment
On the basis of the obtained information Mainnovation makes an estimate of the duration of the assignment when it submits its quotation. Factors beyond the immediate sphere of control of the consultancy team may affect the actual date of delivery. As soon as it may become clear that the planned date of completion might not be realised, the client will be informed about this. Upon mutual consultation, it will be decided which measures should be taken.
The assignment is completed (closed) financially as soon as the client approves the final settlement (final invoice). If the client disagrees with the final invoice then the client must inform Mainnovation about this within 14 days upon the date of the final invoice. Without notice prior to this date, Mainnovation will consider the final settlement to be approved. Administratively, Mainnovation will close the assignment.
- Premature cancellation of the assignment
Parties may prematurely cancel the agreement, if one of them is of the opinion that the execution of the assignment can no longer take place in conformity with the confirmed quotation and any subsequent, additional assignment specifications. The party’s motivation for such a decision must be communicated in writing to the other party.
If the client prematurely cancels a project then Mainnovation is entitled to claim compensation based on the losses incurred due to the lack of work. The involved compensation must be convincingly accounted for whereby the average, monthly invoiced amount serves as a guideline.
Mainnovation may only use its right of premature cancellation if the completion of the assignment cannot be reasonably demanded of Mainnovation, due to facts and circumstances beyond its control that may not be imputed to Mainnovation. Mainnovation reserves the right to payment of the invoices for any work completed up to that time whereby the preliminary results of the work completed up to that time will be made available to the client with reservation. To the extent in which this will lead to additional costs these will be charged to the client.
If one of the two parties becomes involved in a state of bankruptcy, if it applies for a suspension of payment, or if it ceases its operations the other party is entitled to cancel the assignment without having to observe a term of notice, all of this with a reservation of rights.
- Quality control and evaluation
During the execution of the assignment an interim evaluation will take place. The client as well as Mainnovation may take the initiative for this.
The end of the assignment evaluates the delivered project regarding aspects such as quality, timeliness and costs and benefits. This evaluation is done verbally for assignments of less than 7,500 Euro. For larger assignments the evaluation is done in writing by means of an evaluation form to be issued by Mainnovation.
- Satisfaction guarantee
Mainnovation strives to indicate as accurately as possible in its quotation which steps it will take and which consultancy products will be delivered within the framework of the assignment.
Mainnovation may issue a satisfaction guarantee if the nature of the assignment allows it and if the client has accepted the guarantee’s description. This must be stated explicitly in the quotation.
The satisfaction guarantee entails that, if the activities described in the quotation and the itemized consultancy products to be delivered, in all reasonableness, are not satisfactory and if it is a matter of a failure in Mainnovation’s performance then the latter party will rectify this shortcoming without charge.
Mainnovation is obligated to observe secrecy towards any third party concerning all information and data of the client. Within the scope of the assignment, Mainnovation will take all possible precautions to protect the client’s interests. Without Mainnovation’s permission the client will not provide any information to third parties concerning Mainnovation’s procedures, approach and methods (including ‘toolkits’), nor will it make delivered reports available to third parties.
- Client as a reference
Mainnovation will only use the name of the client or a succinct description of the carried out assignment if the client has given a written permission to that extent. This may be done by means of the evaluation form as referred to in article 14. For all other matters the clauses of article 16 apply.
Mainnovation is liable for the shortcomings in the execution of the assignment to the extent in which these are the consequence of the non-observance of due care, expertise and craftsmanship upon which the client may trust regarding the consultancy statements made within the framework of the respective assignment. The liability for the damages incurred by the shortcomings is restricted to the amount of the fee that Mainnovation has received in the framework of the assignment and with a maximum of 125,000 Euro. For assignments with a turnover time of more than six months an additional restriction of the mentioned liability applies with a maximum of the invoiced amount over the last six months.
Any of the client’s claims in this respect must be submitted within three months upon the discovery of the damage. In the absence of this, the client forfeits his right to do so.
- Applicable law
This agreement is exclusively subject to Dutch law.
- Arrangement for disputes
Any disputes which might arise due to the execution of the current agreement, or subsequent agreements following from this agreement, will be settled according to the Regulations of the Nederlands Arbitrage Instituut [Dutch Institute for Arbitration] in Rotterdam.
These general conditions are based on the regulations and rules for professional code of conduct as recommended by the Raad van Organisatie-Adviesbureaus (ROA) [Council for Organisational Consultancy Agencies].