General Terms and Conditions.
- These ‘General conditions governing the supply of services’ apply to all legal relationships between H5mag B.V. (the contractor, hereafter referred to as H5Mag B.V.) and a third party (the Client) who assigns H5Mag B.V. to provide services.
Scope of the assignment / offer
- The scope of the assignment will be determined by the description of the works in the offer, including all changes that may be agreed thereafter by mutual consultation.
- No changes, additions and/or increases in the assignment or, as the case may be, derogations from the General Terms and Conditions will be binding unless they are agreed in writing between the parties.
Execution of the assignment
- In executing the assignment, H5Mag B.V. has a best efforts obligation. This implies that H5Mag B.V. shall exercise its best endeavours in the performance of its advisory services and other assignments in accordance with high standards.
- The Client undertakes to supply all of the relevant particulars at its disposal and shall ensure that all requests for supplementary details on the part of H5Mag B.V. are honoured to the best of its ability.
- H5Mag B.V. shall reserve the right, unless otherwise agreed in writing, to make changes in the team working on the assignment, notwithstanding its responsibility to provide quality in the performance of the assignment. The Client shall be notified of such changes.
- Under no circumstances shall the notification of delivery dates and other dates be regarded as strict deadlines unless otherwise expressly agreed in writing. In the event of late delivery or delayed performance on the part of H5Mag B.V., notice of default must be given in writing and H5Mag B.V. shall be afforded a reasonable period within which to remedy the default.
- In the absence of permission from the Client, H5mag B.V. shall refrain from providing information to third parties about the assignment.
- H5mag B.V. shall observe a duty of confidentiality in regard to Client-related particulars that have come to the attention of H5mag B.V. in the performance of the assignment and that, based on the Client’s instruction, are to be treated in strict confidence. This duty of confidentiality will not apply in respect of:
- information already in the possession of H5mag B.V. at the time that such information comes to its attention;
- information that is generally available and/or comes into the public domain without this being due to any imputable act on the part of H5mag B.V.;
- information that is legitimately obtained by H5mag B.V. from a third party or as a result of its own investigations, without any use being made of information that has been furnished by the Client.
- In the absence of permission from H5mag B.V., the Client will refrain from disclosing details to third parties with regard to the methods used by H5mag B.V., its modus operandi, the models it relies on, software etc.
- H5mag B.V. shall retain the copyright to all of its manufactured products, except where otherwise provided for in the assignment.
- H5mag B.V.’ name will be credited in publications (such as leaflets and brochures) produced for external use by H5mag B.V. on behalf of third parties, except where otherwise provided for in the assignment.
Fees and payment
- The work performed by H5mag B.V. will be charged for in accordance with the hours worked on the particular assignment, based on the fees outlined in the offer. All quoted fees are exclusive of VAT. The amounts charged are inclusive of travel and administrative overheads, unless stated to the contrary.
- If no offer has been made, the standard fees will be charged.
- Charges and costs will be invoiced on a monthly basis. Fixed price projects are invoiced shortly after accepting the assignment, halfway through the project and after completion with a 40%-40%-20% ratio. Payment is due within 14 days of invoicing.
- After this due date, the statutory interest plus a surcharge of 2% will apply without prior notice of default being required. H5mag B.V. will be at liberty to suspend any continued performance of the assignment in the event that payment is not forthcoming. Should the Client be in default in this matter, or otherwise fail to fully comply with its obligations, all reasonable costs incurred in securing payment will be chargeable to the Client, including the statutory and extrajudicial charges.
- In view of the advisory nature of the services provided by H5mag B.V. and the subjective assessment aspects that usually come into play herein, H5mag B.V. cannot be held liable in respect of the assignments it performs, except where due to an intentional act or gross negligence on the part of its senior officers. Under no circumstances will liability attach to H5mag B.V. in respect of any indirect loss, including direct trading loss, consequential loss, loss of profits and/or business interruption losses.
- Notwithstanding the limitation of liability referred to in Article 17, any liability on the part of H5mag B.V. will be limited in all cases to the amount that has been received by H5mag B.V. in return for the work it has performed under the assignment. A further limitation of liability will apply in respect of assignments that have a lead time lasting more than six months, the amount for which will be limited to the maximum invoice amount for the last six months.
- No liability shall attach to H5mag B.V. if it fails to meet its delivery deadlines and is unable to comply with its obligations due to circumstances beyond its control. Force majeure refers to any circumstance that could not have been avoided or prevented within reason by H5mag B.V. and/or that prevents the normal performance of the agreement concluded with clients. Force majeure of a temporary nature does not entitle the customer to demand termination of the agreement.
- Where H5mag B.V. is prevented from performing the agreement due to force majeure circumstances, H5mag B.V. shall be at liberty, without recourse to the court, either to suspend performance of the agreement for a maximum period of three months or to terminate the agreement wholly or in part without being obliged to pay any compensation. During the period of this suspension H5mag B.V. shall be entitled, and at the end of this period it shall be obliged, to choose whether to perform the agreement or to terminate same, wholly or in part.
Applicable law/competent court
- This agreement is subject exclusively to Dutch law. Any dispute arising between H5mag B.V. and the Client must be referred to the court of competent jurisdiction in The Hague, to the exclusion of all other courts.
- H5mag B.V. reserves the right, in the event that no exclusivity clause has been agreed, to perform assignments for other companies and organisations.