General Terms and Conditions Living Motion in The Hague, the Netherlands
Article 1. Definitions
1.1 Unless otherwise stated, the following terms and their meaning will be used in these terms and conditions.
· Client, the natural or civil right person with whom the contractor has an agreement to perform work.
· Contractor, Living Motion, chamber of commerce 27333547, The Hague, the Netherlands, in person A.R.C. de Haan and/or S.J. de Haan-Valstar.
Article 2. General
2.1 These conditions apply to all offers, and, all contracts between the contractor and the client, to which the offeror and contractor has stated that these conditions apply, in so far as the parties (client and contractor) have not made any specific written agreements to the contrary.
Article 3. Foundation of an Offer
3.1. Offer of the contractor are based upon the information provided by the client. The client takes the responsibility to provide all essential information necessary for the set-up and execution of the work. Contractor will execute the work to the best of his knowledge and ability, in accordance with high expert standards the client can reasonably expect from the contractor.
3.2. The offer made by the contactor is free of obligation for the client and legitimate for the period of 30 days. The contractor is only committed to the proposal if the acceptance by the client is made explicit within this period of 30 days.
Article 4. Offer
4.1 In the absence of statement to the contrary, the prices stated in the aforementioned offer are not including VAT and other governmental levies, as well as the costs incurred in relation to forming the contract.
4.2 The parties can agree upon a fixed fee when forming the contract.
4.3 For orders with a term of more than two months the payable costs will be charged periodically.
4.4 The contractor is entitled to increase the fee if, during the performance of the work, it becomes apparent that the originally agreed or anticipated amount of work was underestimated when the contract was entered into, for reasons that cannot be attributed to the user, to such an extent that the user cannot reasonably be expected to perform the agreed work for the originally agreed fee. The contractor will inform the client of his intention to increase the fee or rate. The user will state the amount of the increase and the date on which it will come into effect.
4.5. Offers are not automatically applicable to future orders.
4.6 If during the execution of the contract it appears necessary to make amendments or additions to the work for the correct execution of the contract, the parties will enter into consultation and amend the contract accordingly.
4.7 Amendments or additions to the contract that have been agreed by the parties can result in a change to the completion date. The contractor shall inform the client of changes to the completion date as soon as possible.
4.8 If the amendment or addition to the contract has any financial and/or quality implications, the contractor shall inform the client of those implications in advance. The contractor has the right to charge additional costs to the client.
4.9 If a fixed fee has been agreed, the contractor shall indicate the client the extent to which the amendment or addition to the contact will result in that fee being exceeded.
Article 5. Acceptance of the offer
5.1 The acceptance of the proposal has to take place in a written form using e-mail or by post.
5.2 These general Terms and conditions apply to all offers unless explicitly stated otherwise.
Article 6. Confidentiality
6.1 Both the contractor and the client are obliged to protect the confidentiality of all confidential information that they obtain from each other or from other sources in the context of their contract.
Article 7. Intellectual property and copyrights
7.1 Notwithstanding the other provisions of these general terms and conditions, the contractor reserves the rights and powers under the Netherlands Copyright Act.
7.2 All reports, recommendations, designs, sketches, drawings, software, materials issued by the contractor are exclusively designated for the client’s use and the client may not, without the prior permission of the contractor, reproduce them, publicise them or communicate them to third-parties unless otherwise determined by the nature of the documents issued and explicitly stated in the contract.
7.3 The contractor reserves the right to use information received through the implementation of the work for other purposes provided that doing so does not result in confidential information being disclosed to third-parties.
Article 8. Liability
8.1 The contractors liability for losses suffered by the client as a result of the order not begin carried out on time, in full or correctly, is limited to a maximum of the fee charged by the contractor to the client for the performance of the work in which the cause of the loss occurred, subject to the proviso that is relates exclusively to the fee payable during the last three months in which that work was carried out.
8.2 The contractor cannot under any circumstances be held liable for indirect losses, including consequential losses, loss of income, missed savings or losses due to business stagnation. The above is subject to exception in cases of intentional act or omission on par with severe negligence on the part of the contractor.
Article 9. Fee
9.1 The parties can agree upon a fixed fee when forming the contract.
9.2 If a fixed fee is not agreed, the fee will be calculated on the basis of the hours of work. The fee will be calculated at the contractor’s customary hourly rates applicable to the time period in which the work is carried out, unless a different hourly rate has been agreed.
9.3 The fee and any cost estimates are exclusive of VAT. The offer explicitly states the VAT amount, or, mentions the formal regulation for VAT for EU and non EU countries.
9.4 For orders with a term of more than two months the payable cost will be charged periodically.
9.5 If the contractor agrees on a fixed fee or hourly rate with the client, the contractor will none the less be entitled to increase that fee or rate, for instance in cases where amendments or additions are made to the contract.
Article 10. Payment
10.1 Payment is due within 30 days of the invoice date, without any deduction, discount or set-off, by depositing or transferring the payable amount to the bank account stipulated by the contractor. If the client fails to remit payment within the 30-day period, the client shall be held in default by law.
10.2 If payment fails to appear, the contractor will suspend all the work.
10.3 All judicial and extrajudicial (debt collection) costs reasonably incurred by the contractor in connection with the client’s non-compliance or late compliance with his payment obligations shall be for the client’s account.
Article 11. Complaints
11.1 Complaints about the work carried out must be submitted in writing by the client to the contractor within 8 days of the faults being established, but 14 days at the latest following completion of the work in question. The notice of default should contain a description of the failure to perform in as much detail as possible so that the contractor is able to put forward an adequate response.
11.2 A complaint does not suspend the client’s payment obligation other than if and insofar as the contractor has informed the client in writing that he regards the claim as being well-founded or well-founded in part.
11.3 If the complaint is well-founded, the contactor shall as yet carry out the work as agreed unless that is demonstrable no longer of any benefit to the client.
Article 12. Suspension and dissolution
12.1 The contractor is authorised to suspend compliance with his obligations or to dissolve the contract if,
· The client fails to meet his contractual obligations or meets them in full.
· After entering into the contract, the contractor becomes aware of circumstances that give the contractor good grounds to presume that the client will not meet his obligations. If there are good grounds for presuming that the client will only meet his obligations in part or not adequately, the suspension shall only be permitted if justified by the shortcoming.
Article 13. Privacy
13.1 The contractor is responsible for the processing of personal data of the client. Therefor the client agrees to the privacy statement on our website www.livingmotion.nl
Article 14. Disputes
14.1 In the absence of mandatory rules of law to the contrary, the court in the contractors place of establishment has exclusive competent jurisdiction.
Article 15. Applicable law
15.1 All legal relationships between the user and the client to which these general conditions apply shall be governed by the laws of the Netherlands.
Article 16. Date of commencement
16.1 These general terms and conditions come into force October 1st, 2015 and were revised with the inclusion of article 13 about privacy October 28th, 2018.