1.1 These General Terms and Conditions of Delivery (hereinafter: these terms and conditions) apply to all offers, activities, quotations, deliveries, agreements and the performance thereof between Speakers club B.V. and its group companies (within the meaning of Article 2:24b of the Dutch Civil Code) (hereinafter: SC) and clients, respectively their legal successors.
1.2 Principal is the natural or legal person who has commissioned SC to perform work.
1.3 All conditions and/or clauses referred to by the client do not apply to offers made by us and/or agreement(s) concluded with SC and are never binding on us, unless these deviating conditions have been expressly accepted by SC in writing. An express written acceptance shall, unless expressly provided otherwise, only apply to the agreement concerned.
1.4 Provisions from these conditions do not apply if it should appear that they are or become in conflict with any statutory provision of current or future law. If a provision is null and void on this ground, the rule most favourable to SC shall apply and all other provisions shall remain in full force and effect.
force.
2.1 All offers and quotations made by SC, in any form, are without obligation. The
agreement shall only be established by returning to SC an agreed signed copy of the order confirmation in which these terms and conditions are declared applicable.
2.2 Any subsequent additional agreements or changes, as well as (verbal) agreements and/or promises made by one of SC's employees and/or coaches, shall only be binding on SC if confirmed by us in writing.
2.3 SC has the right to refuse an order without giving reasons or, if there is reason to do so, to discontinue work in the interim.
2.4 All statements and/or indications with regard to, inter alia, the scope and nature of the data or services to be provided, the scope and nature of address files and the like are made to the best of SC's knowledge and are only binding if and insofar as SC has provided written guarantees in this respect. Deviations and/or changes of whatever nature and scope are expressly reserved by SC.
3.1 All rates and/or prices of SC are exclusive of VAT, unless expressly stated otherwise. SC is entitled to pass on any change in the VAT rate to the client.
3.2 If, after the conclusion of the agreement, price increases occur, for example as a result of increases in duties, rates, excise duties or labour costs or for whatever reason, SC reserves the right to pass on the price difference to the client.
3.3 If work not included in the original order or order confirmation is carried out at the request of or in consultation with the client, SC shall charge for any resulting costs at rates and/or prices applicable at that time.
3.4 If SC has a multi-year agreement with client, SC shall in any case be entitled to increase the agreed rates and/or prices annually in accordance with CPI - all households.
4.1 Unless expressly agreed otherwise in writing, SC's invoices shall be paid net cash by invoice within fourteen days of the invoice date, without discount and/or set-off.
4.2 The principal shall never be entitled to suspend payment. After expiry of the payment term, the principal shall be in default without notice of default being necessary.
4.3 Without prejudice to his obligations, the client shall owe interest of 1% per month from the due date of the invoice, unless the statutory interest rate is higher. In the latter case, the client shall owe the statutory interest.
4.4 In case of non-payment or non-timely payment, all legal process and execution costs as well as extrajudicial collection costs shall be for the client's account. The extrajudicial collection costs amount to 15% of the invoice amount, with a minimum of € 250.
4.5 SC always has the right, both before and after the conclusion of the agreement, to demand security for payment and/or advance payment, with SC suspending the performance of the agreement until the security has been provided and/or the advance payment has been received by SC, all this without prejudice to SC's right to performance, compensation and/or full or partial termination of the agreement, all this without any judicial intervention and without SC being liable to pay any compensation as a result.
4.6 In the event of non-payment or late payment in the event that the customer changes the form of company, applies for a suspension of payments, files for bankruptcy, loses the free disposal of all or part of his assets and/or income, or any part of his assets and/or property is seized, in the event that the customer sells or liquidates his company and/or defaults on payment, SC is entitled to suspend all its contractual obligations and/or to terminate all or part of these obligations without any judicial intervention, without prejudice to SC's rights to performance and/or compensation and without SC being liable to pay any compensation.
4.7 A written or verbally agreed payment in instalments can only be revoked by SC at any time.
4.8 Delivery times and schedules are, unless explicitly agreed otherwise in writing, non-binding. Failure to meet them may never, even after notice of default, give a right to compensation or dissolution of the agreement.
5.1 A shortcoming cannot be attributed to SC if it is not due to SC's fault, nor should be at SC's risk under the law, the agreement or generally accepted practice.
5.2 Non-attributable failure in the case of SC shall in any case include:
strike, excessive absenteeism of SC's employees, non-performance of a third party engaged by SC, virus outbreak, pandemic, fire, flood, riots, state of war, state of siege, mobilisation, state of war, government measures and business interruptions as a result of which SC's obligations towards the customer cannot (or can no longer) be fulfilled. SC is not obliged to demonstrate the influence of the aforementioned circumstances.
5.3 If, in SC's opinion, the non-attributable failure will be temporary in nature, SC shall be entitled to suspend the performance of the assignment for as long as the circumstance causing the force majeure no longer occurs.
5.4 If SC is unable to fulfil its obligations due to a persistent failure not attributable to SC, SC shall be entitled within a reasonable period of time to dissolve the agreement in whole or in part by written declaration, without SC being liable to pay any compensation, costs and interest to the customer.
6.1 Complaints about SC's performance of the agreement must be reported to SC in writing by the client within 10 days of their discovery.
6.2 SC investigates the accuracy of the complaint(s).
6.3 In case of defective performance, SC shall be entitled to repair the defective performance after which the service shall be continued or to proceed to pay compensation for the direct damage, which shall be limited to a compensation equal to the amount of the offer or the last amount invoiced on the basis of the offer.
7.1 SC shall only be liable for damage suffered by Customer which is the direct, direct and exclusive consequence of a shortcoming attributable to SC.
7.2 SC's liability shall be limited to the amount paid out by the liability insurer in the case concerned. In the event that the liability insurer does not pay out for whatever reason, SC's total liability towards the client shall under no circumstances exceed the invoice value of the relevant agreement, or at least that part of the agreement to which the liability relates.
7.3 In particular, SC is not liable for any indirect or consequential damage suffered by the client or third parties, such as but not limited to trading losses, loss of profit, loss of turnover, missed savings, stagnation damage or reduced goodwill in the client's company or profession.
7.4 Client shall fully and unconditionally indemnify SC against all third-party claims arising from or related to the agreement.
8.1 The client accepts that the time schedule of the assignment may be affected if the parties agree in the interim to extend or change the approach, working method or scope of the assignment and/or the resulting work.
8.2 If the interim change affects the agreed fee or expenses, SC will notify the client as soon as possible.
8.3 If an interim change in the assignment or assignment performance arises through the fault of the client, SC will make the necessary adjustments, if the quality of the services requires it. If such an adjustment results in additional work, this will be confirmed to the client as an additional assignment and the client will be charged extra for the related additional costs.
9.1 In addition to SC's efforts, the duration of the assignment may be influenced by a variety of factors, such as quality of information obtained by SC and cooperation provided to SC. The lead time mentioned in the agreements for carrying out the assignments is therefore approximate. The deadlines will be observed as much as possible, but are not binding.
9.2 Exceeding the lead time for any reason whatsoever shall never entitle the principal to damages, dissolution of the agreement or non-fulfilment of any obligation arising for him from the agreement in question or any other agreement related to this agreement, nor shall it entitle him to have work carried out by or with the help of third parties for the execution of the agreement in question.
9.3 In case the final invoice is approved by the client, the assignment is considered terminated. If the client has not responded within ten days of the date of the final invoice, the final invoice shall be deemed approved.
10.1 An order cannot be terminated or dissolved prematurely, other than as provided for in Articles 10.2 and 10.3. If the client nevertheless terminates the order prematurely, the costs incurred and damage suffered by SC as a result, such as, but not limited to, the resulting loss of capacity utilisation, must be compensated immediately to SC without further notice of default. The outstanding claims relating to work carried out shall be paid to SC by the client immediately.
10.2 Both SC and the customer have the right to terminate the contract with immediate effect by written notice if (i) the other party imputably fails to comply with any obligation under the contract and does not remedy such failure within a period of 30 (thirty) days after having been given written notice of default to that effect, on the understanding that the non-performance must always be of such a nature that its seriousness justifies dissolution, (ii) in the event of bankruptcy or suspension of payments of the other party or if a decision is taken to liquidate or dissolve the company or business, (iii) if the other party offers its creditors a payment arrangement or (iv) if the other party ceases its business.
10.3 In the event that SC offers its services to the client in subscription form for an indefinite period of time, the notice period shall be at least 6 months (notice must always be given in writing), unless the parties have expressly agreed otherwise in writing.
11.1 After entering into the agreement, SC has the right, before performing (any further) services, to demand security from the customer that the payment obligation will be fulfilled. If the customer refuses or fails to provide security within the period set by SC, SC has the right to terminate the agreement by written declaration. The customer shall be obliged to compensate SC for all damage suffered by SC as a result of its refusal or failure to act.
11.2 Both parties are obliged to keep confidential all confidential information obtained from each other or from other sources in the context of the assignment. Information is considered confidential if it has been communicated by a party or arises from the nature of the information.
12.1 During the term of the assignment as well as for a period of one (1) year after the termination of the assignment, regardless of the reason for such termination, the client and its affiliates are not allowed to offer an employee and/or coach of SC an employment contract, or in any other way to have an employee and/or coach of SC work for no consideration or benefit, directly or indirectly, at its company or its affiliated companies, or to otherwise have an interest therein.
13.1 For the duration of the assignment as well as for a period of one (1) year after the termination of the assignment, regardless of the reason for such termination, the client and its affiliated companies are not allowed to offer an assignment contract to a third party engaged by SC, or in any other way to be involved in an assignment for no consideration or benefit, directly or indirectly, without the intervention of SC.
14.1 All intellectual property rights to the goods supplied by SC in the context of the performance of the agreement, including but expressly not limited to photographs, designs, sketches, drawings, illustrations, etc., are vested in SC, unless otherwise agreed in writing
15.1 SC retains ownership of all items delivered by it to client until the purchase price for all such items has been paid in full.
16.1 All offers and agreements between SC and client and the performance thereof shall be exclusively governed by Dutch law. Any disputes arising directly or indirectly from the agreement or related thereto may be brought exclusively before the competent court in The Hague.
