Watson & Associates Terms and Conditions
Article 1 Definitions
The following definitions apply in these terms and conditions:
- contractor: Watson & Associates, established in Moordrecht, with offices in Moordrecht at Ambachtweg 23;
- client: the natural or legal person, or its legal successor, for whom, services are provided by or on behalf of the contractor.
Article 2 Applicability
- These general terms and conditions apply to all legal acts of the contractor and its employees and furthermore to all agreements concluded between the contractor and the client, irrespective of the place of residence or location (s) of the party (s) involved in that agreement (s) and irrespective of the place where the agreement has been concluded or must be implemented and these general terms and conditions form an inseparable whole with the said agreement (s).
- With the exception of the provisions of articles 7: 404 and 7: 407 paragraph 2 of the Dutch Civil Code, all assignments are deemed to have been exclusively given to the contractor.
- These general terms and conditions will at all times prevail over those that may be used by the client. To the extent necessary, the contractor hereby explicitly rejects the applicability of those general terms and conditions of the client. Any deviations from these general terms and conditions, applied and permitted by the contractor at any time, must always be regarded as only incidental and can never take the place of these general terms and conditions.
- These general terms and conditions also apply to all agreements with the contractor for the implementation of which the contractor has services and / or work from third parties or should be involved.
- The client has the right to view these general terms and conditions at any time and to request the immediate sending of a copy, which will then be immediately free of charge.
- The parties together can only agree deviating conditions in writing.
- By signing the agreement with the contractor, the client declares that he is aware of and agrees with these general terms and conditions.
Article 3 Execution of the assignment
- The contractor shall endeavor to perform the agreed work to the best of its knowledge and ability in accordance with the requirements of good workmanship, all this in accordance with what may be expected within the framework of the contractor. This obligation has the nature of an effort obligation, as no guarantee is given with regard to the result of the service provided by the contractor.
- If the contractor is unable to perform the agreed work on time due to unforeseen circumstances, including but not limited to illness and accident, the contractor will inform the client of this and make new agreements about resuming the work in good mutual consultation with the client, then appoint a substitute in good mutual consultation with the client. However, the contractor does not guarantee replacement.
- If and insofar as required for the proper execution of the agreement, the contractor has the right to have certain activities performed by third parties. When engaging third parties, the contractor will consult with the client as much as possible in advance and will in any case exercise due care in the selection of such third party or parties. If the client has objections to one or more third parties, it must immediately notify the contractor in writing, after which the contractor will opt for another in good consultation with the client. The contractor is free to appoint a deputy if one or more third parties are not able to fulfill agreements made due to unforeseen circumstances. However, the Contractor does not guarantee replacement. In the event of replacement, the client will also be informed in writing and the client has the right to reject that replacement (s).
- The client ensures that all data, which the contractor indicates to be necessary or which the client should reasonably understand to be necessary for the proper performance of the agreement, is provided to the contractor in a timely manner.
- The client guarantees the soundness and completeness of the aforementioned information made available to the contractor.
- If the data required for the execution of the agreement are not made available to the contractor in time, the contractor has the right to suspend the execution of the agreement and / or to charge the client for the extra costs resulting from the delay according to the agreed rate after the contractor has informed the client thereof in writing.
- If it has been agreed that the assignment will be carried out in phases, the contractor may suspend the execution of the following phase or parts thereof until the client has approved the results of the preceding phase in writing.
- The contractor must, both during and after the hiring period, observe confidentiality in the broadest sense of the word with regard to all matters that concern the client, its clients or the business of the client or its clients. All information that comes to the knowledge of the contractor will only be used by the contractor for the performance of the assignment.
- With regard to all know-how made available to the client by the contractor, in whatever form, all (intellectual) property rights are expressly reserved, unless expressly agreed otherwise in writing.
- The client can only use / use this know-how for his own benefit and the client is expressly forbidden to make it known to third parties in any way and / or to pass it on or to exploit it, unless otherwise agreed in writing .
Article 3 Training
- The courses offered (in the broadest sense of the word) will only take place if there is sufficient registration. With more applications than can be placed, placement follows in the order of registration.
- The contractor is entitled to change the training or education program in the interim, for the reason of reprogramming of examination requirements of external examination institutes and / or for reasons of qualitative improvement.
- The contractor is entitled to change the schedule of the training with regard to location and time.
- Cancellation must be notified in writing by the client to the contractor in advance. A suitable alternative will be sought in consultation with the client.
- If canceled within four weeks before the start, 50 will owe% of the price of the training.
- If you cancel within two weeks before the start, the full price of the training is due.
- A participant in a training may be replaced.
- In the event of cancellation of in-company training courses / courses, the costs specified by the contractor will be charged in the event of cancellation up to one month before the start. If an in-company training course is canceled within one month before the start, the full agreed amount will be charged by the client.
Article 5 Payment
- Unless otherwise agreed, payments must be made within fourteen days of the invoice date. This concerns a period as referred to in art. 6: 83 sub a BW.
- The claim of the contractor is immediately due and payable, whereby the default of the client immediately commences if:
- the client a request for suspension of payment or debt rescheduling natural persons ex art. 3 in conjunction with 284 Bankruptcy Act, is declared bankrupt or placed under guardianship;
- seizure is made on the whole or part of the property of the client;
- the client ceases, alienates or otherwise continues his business, or at least a substantial part thereof.
- If the client does not pay any amount due on time, he will, from the moment of default, owe a default interest of 1% per month, whereby part of the month is counted as a full month, over the outstanding principal sum, up to the day overall satisfaction. In that case the contractor is also entitled to suspend its work for the client until the claim has been settled.
- All costs reasonably incurred by the contractor to obtain extrajudicial settlement of all that the client owes the contractor are for the account of the client and are fixed at a fixed rate of 15% of the principal sum with a minimum of € 75, unless the actual costs incurred are higher than the fixed amount referred to above. If the contractor is forced to take legal action against the client in this regard, the client is obliged to fully pay all costs of legal assistance incurred by the contractor, including the declaration of the counsel engaged by the contractor.
Article 6 Liability
- The contractor is only liable to its client for damage that is the direct result of a shortcoming in the performance of the agreement attributable to the contractor, if and insofar as the damage is based on normal professional knowledge and experience and with due observance of normal attention and professional practice. could have been avoided. Liability of the contractor for indirect and / or consequential damage is excluded.
- The contractor is not liable for damage caused by incorrect, inadequate and / or defective data in the information provided by the client to the contractor or to third parties appointed by the contractor.
- Without prejudice to the foregoing provisions, the liability of the contractor is limited to the amount that is paid out under the liability insurance of the contractor in the relevant case, plus the amount of the deductible applicable under the insurance that is not chargeable to insurers under the policy conditions.
- If and insofar as the previous paragraph is declared void and / or non-binding for any reason, any liability, without prejudice to all the foregoing, is limited to one third of the invoice amount and furthermore limited to a maximum amount equal to three months' fee for the assignment in question. .
- The contractor is not liable for shortcomings of third parties engaged by it. The contractor is authorized by the client to accept any liability limitations from third parties on behalf of the client.
- The liability never applies to any consequential damage, including business damage, nor to damage to movable and / or real estate or to persons both at the client's premises and at third parties, unless this is caused by gross negligence and / or intent of the contractor, what the client must prove.
Article 7 Dissolution
- If the client does not, not in time, does not fully or not properly comply with any payment obligation arising from any agreement concluded with the contractor, or comes into a situation as referred to in article 4, paragraph 2, of these general terms and conditions, the contractor will have the right to dissolve the agreement or a part thereof without notice of default and without judicial intervention.
- Each of the parties has the right to request the dissolution of the agreement between client and contractor.
- The parties who wish the dissolution referred to above must inform the other party of this by registered letter.
- Interim cancellation is only possible on the first day of every month and furthermore with a cancellation period of two calendar months.
- The party that terminates the agreement prematurely, becomes liable to the other party for damages. The cancellation compensation to be paid then amounts to the sum of six months of the agreed monthly fee of the contractor, at least to the extent that this is less the sum of the fee over the number of remaining contract months (counting part of the month as a full month). If a party does not wish to observe the aforementioned cancellation period, the termination compensation will be increased by an amount equal to the number of months of the cancellation period that has not been observed.
Article 8 Disputes
- The Amsterdam court has exclusive jurisdiction to hear the disputes arising from an agreement between the client and the contractor, as well as the disputes concerning the interpretation of these general terms and conditions. Nevertheless, the parties have the right to sue the other party before the competent court according to the law.
- Dutch law applies exclusively to these general terms and conditions, as well as to legal acts and agreements to which these general terms and conditions apply in whole or in part.