PB2D – General Terms and Conditions
Article 1 – Definitions
Client: the natural person or legal entity that has engaged the Contractor to perform Services.
Contractor: PB2D, registered with the Dutch Chamber of Commerce under number 24307333, having its registered office at Zandweide 6, 4882 BC Klein Zundert, The Netherlands. VAT number: NL002012961B17.
Assignment / Agreement: the agreement under which the Contractor undertakes to perform Services for the Client.
Services: all services performed by the Contractor for the benefit of the Client, including but not limited to assessment, professional interpretation, selection, development and advisory activities, as accepted by the Contractor, including all activities arising therefrom.
Documents: all information, data or materials made available by the Client to the Contractor, all information collected or produced by the Contractor in connection with the execution of the Assignment, and all other information relevant to the execution or completion of the Assignment.
Employee: any natural person employed by or associated with the Contractor, whether or not under an employment agreement.
Article 2 – Applicability
These General Terms and Conditions apply to all offers, quotations, Assignments, legal relationships and Agreements under which the Contractor performs Services for the Client.
Any deviation from or addition to these General Terms and Conditions shall only be valid if expressly agreed in writing.
In the event of any conflict between these General Terms and Conditions and an Assignment confirmation or Agreement, the provisions of the Assignment confirmation or Agreement shall prevail.
These General Terms and Conditions also apply to any additional or follow-up Assignments.
The applicability of any general terms and conditions used by the Client is expressly rejected.
These General Terms and Conditions may also be invoked by any third parties engaged by the Contractor in connection with the execution of the Services.
Article 3 – Information Provided by the Client
The Client shall provide the Contractor with all Documents and information that the Contractor reasonably considers necessary for the proper execution of the Assignment, in a timely manner and in the requested format.
The Client guarantees the accuracy, completeness and reliability of the Documents and information provided, including information originating from third parties.
The Client indemnifies the Contractor against any damage arising from inaccurate, incomplete or untimely information.
Any additional costs, additional hours or other damage incurred by the Contractor as a result of the Client failing to provide the necessary Documents in a timely or proper manner shall be borne by the Client.
The Contractor shall have the right to suspend the execution of the Assignment until the Client has fulfilled its obligations under this Article.
Article 4 – Execution of the Assignment
The Contractor shall perform the Assignment to the best of its ability and in accordance with applicable laws and professional standards.
The Contractor shall determine the manner in which the Assignment is carried out and by which Employees or third parties.
The Contractor shall have the right to engage third parties for the execution of the Services.
Article 5 – Confidentiality and Regulations
The Client shall fully cooperate with all obligations arising for the Contractor from applicable laws and regulations.
The Contractor shall take appropriate measures to protect personal data and confidential information originating from the Client.
The Contractor shall inform Employees and engaged third parties of the confidential nature of such information.
The processing of personal data shall take place in accordance with applicable national and international privacy legislation, including the General Data Protection Regulation (GDPR).
The Client acknowledges that the Contractor may in certain circumstances be legally required to disclose confidential information.
The Contractor shall not be liable for any damage resulting from compliance with applicable legal or professional obligations.
The parties shall impose the obligations under this Article on any engaged third parties.
Article 6 – Intellectual Property
The execution of the Assignment does not include the transfer of any intellectual property rights vested in the Contractor.
All intellectual property rights arising from or related to the execution of the Assignment shall remain vested in the Contractor.
The Client is expressly prohibited from reproducing, publishing, distributing or exploiting products, reports, models, methodologies, templates, analyses or other intellectual works developed or used by the Contractor without prior written consent.
The Client is not permitted to provide such materials to third parties without prior written permission from the Contractor.
Article 7 – Force Majeure
If either party is unable to fulfil its obligations under the Agreement due to force majeure within the meaning of Article 6:75 of the Dutch Civil Code, such obligations shall be suspended until fulfilment becomes possible again.
In such event, either party shall have the right to terminate the Agreement in whole or in part with immediate effect, without any obligation to pay compensation.
If the Contractor has already partially performed the Services at the time the force majeure situation occurs, the Contractor shall be entitled to invoice the performed Services separately.
Article 8 – Fees and Costs
Unless expressly agreed otherwise, the Services shall be invoiced based on time spent and costs incurred.
Payment of fees shall not depend on the outcome of the Services.
Travel time, travel expenses, accommodation costs and expenses incurred by engaged third parties may be invoiced separately.
The Contractor may require an advance payment before commencing or continuing the Services.
If fees, wages or prices change after the Agreement has been concluded, the Contractor shall be entitled to adjust the agreed rates accordingly.
All amounts are exclusive of VAT unless stated otherwise.
Article 9 – Payment
Invoices shall be paid within 30 days of the invoice date, unless agreed otherwise in writing.
The Client shall not be entitled to any deduction, suspension or set-off.
If payment is not made within the agreed term, the Client shall be in default by operation of law and statutory commercial interest shall become due.
All judicial and extrajudicial collection costs incurred by the Contractor shall be borne by the Client.
In the event of a jointly issued Assignment, all Clients shall be jointly and severally liable.
The Contractor shall have the right to suspend the Services if the Client fails to meet its payment obligations.
Article 10 – Timeframes
Agreed deadlines and timeframes shall not qualify as strict deadlines unless explicitly agreed otherwise in writing.
If the Client fails to provide the required Documents or payments in a timely manner, the parties shall consult regarding a revised planning.
Article 11 – Liability
The Contractor shall only be liable for direct damage to the extent covered by its liability insurance and only to the extent that the insurer provides coverage.
If no insurance coverage applies, liability shall be limited to the amount invoiced for the relevant Assignment, with a maximum of EUR 3,000 excluding VAT.
The Contractor shall never be liable for indirect damage, consequential damage, loss of profit, business interruption or reputational damage.
The Contractor shall not be liable for damage resulting from:
inaccurate or incomplete information provided by the Client;
insufficient cooperation by the Client;
implementation decisions made by the Client;
actions or omissions of third parties engaged by the Client.
Article 12 – Termination
Either party may terminate the Agreement in writing at any time.
If the Agreement ends before completion of the Assignment, the Client shall remain liable for payment of all Services performed up to the termination date.
The Contractor shall also be entitled to compensation for demonstrable losses, additional costs and cancellation costs incurred.
Article 13 – Suspension
The Contractor shall be entitled to suspend its obligations if the Client fails to fulfil any payment or other obligations under the Agreement.
Article 14 – Expiry Period
Any claim against the Contractor relating to the execution of the Services shall expire one year after the Client became aware, or reasonably should have become aware, of the existence of such claim.
Article 15 – Electronic Communication
The parties may communicate electronically and use electronic storage systems, including cloud environments and digital analysis environments.
The parties shall not be liable for damage arising from the use of electronic communication systems, networks, storage systems or software, except in cases of intent or gross negligence.
The provisions of Article 11 shall apply accordingly.
Article 16 – Miscellaneous
If the Contractor performs Services at the Client’s premises, the Client shall ensure a suitable and safe working environment in accordance with applicable occupational health and safety regulations.
These General Terms and Conditions have been drawn up in both Dutch and English.
In the event of any discrepancy between the Dutch and English versions, the Dutch version shall prevail.
Provisions that by their nature continue after termination of the Agreement shall remain in force after termination.
Article 17 – Governing Law and Jurisdiction
All Agreements between the Client and the Contractor shall be governed exclusively by Dutch law.
Any disputes shall be submitted exclusively to the competent court in the district where the Contractor is established.
Article 18 – Severability
If any provision of these General Terms and Conditions or the underlying Agreement is found to be invalid or unenforceable, the remaining provisions shall remain fully valid and enforceable.
The invalid provision shall be interpreted or replaced in a manner that most closely reflects the original intention of the parties.