Terms and Conditions

Terms and Conditions

Article 1   Definitions

In these General Terms and Conditions the following definitions apply:

1.1 General Terms and Conditions: these general terms and conditions of Excellentum.

1.2 Excellentum: the private company with limited liability Excellentum Human Capital Solutions B.V., with its registered office and principal place of business at 4837 DS Breda at Graaf Engelbertlaan 75

1.3 Candidate: a person recruited and selected by Excellentum, who is introduced to the Client or a person who, in the context of an Assignment provided by the Client to Excellentum, is introduced to Excellentum by the Client.

1.4 Quotation: every non-binding offer and quotation (including attachments, documentation and images, etc.) from Excellentum to the Client.

1.5 Assignment: the assignment to perform work.

1.6 Client: the person who has given Excellentum an order, or the person who intends to give an order, to carry out work.

1.7 Organization, position and candidate profile: the description of a position to be filled in the Client's organization (whether employed or on an interim basis), as well as the requirements that a Candidate must meet for this position.

1.8 Agreement: every agreement concluded between the Client and Excellentum.

1.9 Parties: Client and Excellentum together.

1.10 In writing: any communication by post, e-mail, fax or any other form of communication that can be equated with this in view of the state of the art and prevailing social views.

 

Article 2 Applicability of General Terms and Conditions

2.1 The General Terms and Conditions, with the exclusion of purchasing or other general terms and conditions of the Client, apply to all Quotations and Assignments and also form an integral part of the Agreement and all further future agreements to be concluded between the Parties as well as all agreements concluded by Excellentum (other) work to be performed.

2.2 Any previous reference by the Client to its own or other general terms and conditions is expressly rejected by Excellentum and therefore not accepted. Changes to the Agreement and deviations from the General Terms and Conditions will only be effective if they have been agreed between the Parties and must be recorded in writing.

2.3 Excellentum reserves the right to change the General Terms and Conditions at any time. The amended General Terms and Conditions will apply from the moment that Excellentum has notified the Client of the change, on the understanding that the general terms and conditions that were in force on the day the Quotations were issued will continue to apply to Quotations already issued.

2.4 If any provision of these General Terms and Conditions is deemed void, annulled or otherwise declared non-binding by a competent court, the other provisions of these General Terms and Conditions will remain in full force and effect. The parties will then enter into consultations in order to agree on new provisions to replace void, annulled or otherwise non-binding provisions, whereby the purpose and scope of the original provision will be taken into account if and as much as possible.

2.5 The titles above the articles are for identification purposes only and will not be taken into account when interpreting the General Terms and Conditions.

2.6 Definitions and/or words indicating the singular shall also include the plural and vice versa. Words that indicate one gender can also indicate another gender.

2.7 The General Terms and Conditions have been drawn up in Dutch and English text. In the event of differences in interpretation between these texts, the Dutch text is binding.

 

Article 3 Quotations

3.1 All Quotations are without obligation, unless expressly agreed otherwise in writing. If a Quotation has a limited period of validity or is made subject to conditions, this will be expressly stated in the Quotation. However, if any other statement from Excellentum is or could be regarded as a quotation, it will be deemed to have been made without obligation, unless otherwise agreed in writing.

3.2 No rights can be derived from a Quotation if the services to which the Quotation or offer relates are no longer available in the meantime.

3.3 Excellentum cannot be held to a Quotation if the Client can reasonably understand that the Quotation, or part thereof, contains an obvious mistake or typo.

3.4 The Client guarantees the completeness and accuracy of the information provided to Excellentum by or on its behalf on which Excellentum bases its Quotation.

3.5 If the Quotation contains a composite quotation, Excellentum is not obliged to carry out part of the Assignment for a corresponding part of the stated price. A Quotation will then not automatically apply to future orders.

3.6 Acceptance of the Quotation by the Client means that the Client agrees with the applicability and content of these General Terms and Conditions.

 

Article 4 Agreement

4.1 The Agreement is concluded and is only binding if Excellentum has confirmed it in writing.

4.2 If the Client has accepted the Quotation electronically, Excellentum will confirm receipt of the acceptance of the Quotation electronically.

4.3 If reservations or changes are made to the Quotation in the acceptance, the Agreement will only be concluded after Excellentum has confirmed to the Client in writing that it agrees with these reservations or deviations.

4.4 Verbal commitments by and agreements with subordinates and/or partners of Excellentum only bind Excellentum after the commitments/agreements have been confirmed in writing by Excellentum.

4.5 All Assignments are accepted and executed exclusively by Excellentum, with the exception of Articles 7:404 of the Dutch Civil Code, 7:407 paragraph 2 of the Dutch Civil Code and 7:409 of the Dutch Civil Code, even if it is the (tacit) intention that the Assignment(s) be carried out by a certain person is executed.

 

Article 5 Prices and rates

5.1 All prices and rates are exclusive of turnover tax, other taxes, duties levied or imported for the delivery or performance and other government levies as well as any costs to be incurred in the context of the Agreement, including but not limited to travel and accommodation, shipping and administration costs, unless expressly agreed otherwise in writing. These taxes and duties will be passed on to the Client.

5.2 Excellentum is entitled to adjust the applicable prices and rates in writing within a period of at least three months three months after the Agreement has been concluded (whether or not at the same time as the annual increase referred to in Article 5.3 or in the interim). If the Client does not wish to agree to a non-periodically agreed (interim) rate adjustment and/or in the event of a periodically agreed payment obligation, the rate adjustment results in a higher price/rate than after adjustment taking into account the service price index, the Client is entitled to terminate the Agreement thirty days after the Client has taken note of the price change or could have taken notice of it, to cancel in writing against the date on which the change would take effect. Excellentum is never obliged to pay any compensation. Dissolution on the basis of this article is not possible if the price increase is a result of a situation as included in Article 5.3 and/or 5.4 of the General Terms and Conditions.

5.3 In the event of a periodically agreed payment obligation of the Client, Excellentum is - unless expressly agreed otherwise in writing - entitled to increase prices and rates annually based on the price indices (the service price index) as determined by the Central Bureau of Statistics (CBS). are determined and published. The base year for the service price index is 2010 (2010=100).

5.4 Excellentum is entitled to increase the agreed price if Excellentum is forced to perform additional work or is forced to incur additional costs, such as in the case of:

  • relevant changes as a result of (government) regulations or decisions;
  • relevant changes to the Organization, position and candidate profile;
  • relevant changes to the Assignment;
  • additional work that proves necessary during the fulfillment of the Assignment;
  • additional work due to facts and/or unknowns during the conclusion of the Agreement.

An available budget communicated to Excellentum by the Client will never count as a (fixed) price agreed between the Parties for the services to be performed by Excellentum. Only if this has been agreed in writing between the Parties, Excellentum is obliged to inform the Client in the event of a threat of exceeding a budget issued by Excellentum.

 

Article 6 Payment

6.1 Unless expressly agreed otherwise in writing, payment by the Client to Excellentum, without any deduction, discount, compensation or (debt) settlement, must be made within 14 (in words: fourteen) days after the invoice date.

6.2 Payment terms can always be regarded as a deadline.

6.3 If the Client, being the natural person who is not acting in the exercise of a profession or business, does not pay within the period set in accordance with Article 6.1, after being informed by Excellentum of the late payment, he and Excellentum the Client, being the natural person who is not acts in the exercise of a profession or business has been granted a period of fourteen (14) days to still meet its payment obligations, after failure to pay within this 14-day period, on the amount still owed up to the date of full payment statutory interest is due and Excellentum is entitled to charge the extrajudicial collection costs it has incurred. These collection costs amount to a maximum of: 15% on outstanding amounts up to € 2,500; 10% on the next € 2,500 and 5% on the next € 5,000 with a minimum of € 40. Excellentum may deviate from the amounts and percentages mentioned for the benefit of the Client, being the natural person who is not acting in the exercise of a profession or business.

6.4 If the Client, being the entity that acts in the exercise of a profession or business, does not pay within the period set in this article, or has not paid within the further agreed period, he is legally in default and Excellentum, without further notice or notice of default, the right from the due date to charge the Client, other than the entity acting in the exercise of a profession or business, statutory (commercial) interest on the outstanding amount until the date of full payment, without prejudice to the other rights accruing to Excellentum . All judicial and extrajudicial (collection) costs reasonably incurred by Excellentum, as a result of the Client's non-compliance with its payment obligations, other than the entity acting in the exercise of a profession or business, other than the Consumer, will be borne by the Client other than the entity acting in the exercise of a profession or business. The extrajudicial costs are set at 15% (fifteen percent) of the amount to be claimed, with a minimum of € 500.00 (in words: five hundred euros).

6.5 Payments made by the Client always serve to settle all statutory interest and costs owed and subsequently to payable invoices that have been outstanding the longest, even if the Client states that payment relates to a later invoice.

6.6 If Excellentum has a claim against the Client, Excellentum is entitled to suspend all work and further performances for the benefit of the Client and/or any other work for the Client until full payment is received from the Client.

 

Article 7 Activities Excellentum

 

7.1 When executing the Agreement, Excellentum is obliged to exercise the care that can reasonably be expected of it under the given circumstances. Excellentum will endeavor to execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All work to be carried out by Excellentum under the Agreement will be carried out on the basis of a best efforts obligation, unless and insofar as Excellentum has expressly promised a result in the written agreement and the relevant result has also been described with sufficient clarity.

 

7.2 Excellentum organizes its work independently and is completely independent in carrying out the agreed work. If possible, Excellentum will take into account timely and responsible instructions from the Client regarding the execution of the Assignment, but will carry out the agreed work at its own discretion and without supervision or direction from the Client and/or third parties. The parties recognize that the success of the work depends on good mutual cooperation. If the Client deploys its own staff and/or auxiliary persons in the context of providing cooperation in the execution of the Agreement, this staff and these auxiliary persons will have the necessary knowledge, expertise and experience. Excellentum is never liable for (the shortcomings of) these persons deployed by the Client.

 

7.3 To enable proper execution of the agreement by Excellentum, the Client will always provide Excellentum in a timely manner with all data and information deemed useful, necessary and desirable by Excellentum and provide full cooperation. In that context, the Client ensures that all information that Excellentum indicates is necessary or of which the Client should reasonably understand that it is necessary for the execution of the Assignment is provided to Excellentum in a timely and complete manner. If the information required for the execution of the Assignment has not been provided to Excellentum on time or incompletely, Excellentum has the right to suspend the execution of the Agreement and/or charge the Client for the additional costs resulting from the delay in accordance with the then customary rates. to bring. Excellentum is not liable for damage of any nature whatsoever because Excellentum relied on incorrect and/or incomplete information provided by the Client. The Client always guarantees the accuracy, completeness and consistency of the data, specifications and designs provided to Excellentum, even if those data, specifications and designs come from a third party. Inaccuracies, incompleteness and inconsistencies are always at the expense and risk of the Client.

7.4 Excellentum is entitled to carry out the work under the Agreement in different phases and to invoice the part thus carried out separately. If the Agreement is executed in phases, Excellentum is entitled to suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing. In such a case, Excellentum is never obliged to pay any compensation to the Client.

7.5 In the execution of the Assignment, Excellentum is entitled to (also) involve one or more persons who are not directly or indirectly affiliated with Excellentum, if this is desirable in the opinion of Excellentum with a view to optimal execution of the Assignment for the parties.

 

Article 8 Term for implementation and complaints

8.1 A term for execution specified by Excellentum is based on the circumstances known to Excellentum at the time the Agreement was concluded and, to the extent dependent on the performance of third parties, on the information provided to Excellentum by those third parties.

8.2 Excellentum will make every effort to meet the specified deadlines for implementation as much as possible. However, delivery times specified by Excellentum will never be regarded as deadlines.

8.3 If there is a delay in the term for execution, this term for execution will be extended by such a period as is reasonable, taking all circumstances into account.

8.4 If the term for execution is exceeded, or in any other circumstance, the Client has no right to refuse purchase nor any claim and/or right to any damages in this regard. If the term for execution is exceeded, the Client has no right to terminate the Agreement.

8.5 The Client is aware that changes to the Assignment may lead to delays. Changes to the Assignment are therefore at the expense and risk of the Client.

8.6 Complaints regarding the amount or the manner in which the invoices were generated and/or the services provided by Excellentum must be reported by the Client immediately, but within fourteen days of receipt of the invoice or within fourteen (14) days of the occurrence of the invoice. Complaints about the services must be brought to Excellentum's attention in writing, accurately stating the nature and grounds of the complaints.

 

Article 9 Changes and termination of the agreement

9.1 If during the execution of the Agreement it appears that it is necessary to change or supplement it for its proper execution, the Parties will adjust the Agreement in a timely manner and in mutual consultation. If the nature, scope or content of the Agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the Agreement is therefore changed in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Excellentum will provide a price quote in advance as much as possible. An amendment to the Agreement may also change the originally stated term of execution. The Client accepts the possibility of amending the Agreement, including the change in price and term of execution.

9.2 If the Agreement is amended, including a supplement, Excellentum is entitled to implement it only after approval has been given by the authorized person within Excellentum and the Client has agreed to the price and other conditions stated for the implementation, including the time to be determined at which time it will be implemented. Failure to execute the amended Agreement or not immediately execute it does not constitute a shortcoming on the part of Excellentum and is not a reason for the Client to cancel or terminate the agreement.

9.3 Excellentum can, in addition to the other rights accruing from the Agreement and the law, terminate the Agreement in its entirety or for the part not yet executed at any time without further notice of default and judicial intervention and without liability for damages on the part of Excellentum towards the Client with immediate effect. if:

  • the Client fails to fulfill one or more of its obligations under the Agreement or other agreements towards Excellentum;
  • Client is declared bankrupt;
  • The Client applies for a suspension of payments or offers a payment arrangement to its creditors;
  • a debt restructuring is declared in respect of the Client (if and to the extent applicable) under WSNP;
  • Client proceeds to liquidate its affairs;
  • the Client's assets are seized in respect of substantial debts or if the Client is unable to meet its due debt

Article 10 Liability

10.1 Excellentum accepts no liability whatsoever towards the Client for damage arising from whatever reason, including all direct and indirect damage, such as consequential damage or business damage, except for intent or gross negligence on the part of Excellentum's employees and/or assistants engaged by Excellentum.

10.2 If and insofar as any liability rests with Excellentum, for whatever reason, any liability of Excellentum, of employees working at Excellentum and/or auxiliary persons engaged, is at all times limited to the amount payable in the relevant case on the basis of the professional liability insurance taken out by Excellentum will be paid out in the relevant case, plus the amount of the deductible that applies under the insurance policy in accordance with the applicable conditions.

10.3 If, for whatever reason, no payment is made under the insurance referred to in paragraph 2 of this article and if and insofar as there is any liability on Excellentum, on whatever basis, any liability of Excellentum of employees working at Excellentum employees and/or auxiliary persons engaged, are at all times limited to the amount of the agreed price or fee in the Agreement over a period of a maximum of two (2) months, unless there is intent or similar on the part of Excellentum allege gross negligence.

10.4 The provisions of subsections 11.1 to 11.3 only apply to the extent that the liability of Excellentum under the law or Agreement, including the provisions of these General Terms and Conditions, is not limited further than from the sole application of subsections 11.1 to 11.1. 15.3 would follow.

10.5 Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, the right to compensation expires in any case one (1) year after the event from which the damage arises directly or indirectly and for which Excellentum is liable.

 

Article 11 Force majeure

11.1 If Excellentum fails to comply with any obligation due to force majeure, Excellentum is never liable to the Client for damage arising from whatever reason and it is entitled at its option and without judicial intervention, either to suspend the execution of the Agreement for for a maximum of six months, or to dissolve the Agreement in whole or in part, without being obliged to pay any compensation.

12.1 Force majeure is also understood to mean: any circumstances independent of the will of Excellentum, even if these could already be foreseen at the time the Agreement was concluded, which permanently or temporarily prevent the fulfillment of the Agreement, as well as to the extent not already including, (civil) war, danger of war, riot, (work) strike, lack of personnel, transport problems, fire, weather conditions, epidemics, involuntary loss of possession, late delivery of materials and

products by the importer/factory/supplier, restrictive government measures, sabotage, disruption of internet, computer network or telecommunications facilities and in general all unforeseen circumstances in the company, both at home and abroad. The above also applies if the circumstances referred to above arise with regard to or in the business of factories, importers or other traders from whom Excellentum obtains or tends to obtain services.

 

Article 12 Conflicting interests

12.2 The Client realizes that Excellentum may from time to time receive orders from the Client's competitors. The Client allows Excellentum to accept these assignments, whereby Excellentum declares that in such cases it will make every effort to take measures that guarantee the confidentiality and position of the Client.

 

Article 13 Applicable law and disputes

 

13.1 All Agreements concluded by Excellentum to which these General Terms and Conditions apply in whole or in part are exclusively governed by Dutch law.

 

13.2 All disputes relating to, arising from or in connection with Quotations issued by Excellentum, Agreements concluded or further agreements to which these General Terms and Conditions apply in whole or in part, will be settled by the District Court in Breda.

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