Terms and Conditions
Article 1 – Applicability
1.1. These general terms and conditions apply to all offers, quotations and agreements between Akiva hereinafter referred to as “Contractor” and a client, hereinafter referred to as “Client“.
1.2. Deviations from these conditions can only be agreed in writing and only apply to the agreement in which they were made. The Contractor expressly rejects any general terms and conditions declared applicable by the Client.
Article 2 – Offers and agreements
2.1. All offers and quotations from the Contractor are without obligation.
2.2. Offers from the Contractor are based on the information provided by the Client. The Client guarantees that to the best of his knowledge he has provided all essential information for the design and execution of the assignment. The Contractor will perform the work to be performed by it in the context of the performance of the assignment to the best of its knowledge and ability. This obligation has the nature of a best efforts obligation, unless otherwise agreed in writing.
2.3. An agreement is deemed to have come into being as soon as the Contractor has confirmed the assignment in writing or has commenced with the execution of the assignment.
Article 3 – Provision of information, employees and workspace by the Client
In order for the execution of the assignment to proceed smoothly and as far as possible according to the timetable, the Client shall provide all documents, data and information that the Contractor needs in a timely manner. This also applies to the availability of employees of the Client who are or will be involved in the activities of the Contractor. If the Contractor so requests, the Client shall provide Contractor free of charge with its own workspace with telephone connection and, if required, a fax and data network connection at its location.
Article 4 – Involving third parties in the execution of the assignment
Engaging or engaging third parties in the execution of the assignment by the Client or by the Contractor takes place exclusively in mutual consultation.
Article 5 – Personnel
5.1. Change advisory team
The Contractor may, after consultation with the Client, change the composition of the advisory team if it considers that this is necessary for the execution of the assignment. A change of the advisory team can also take place at the request of the Client.
5.2. Attracting or employing mutual staff
The Contractor and the Client shall not employ personnel of the other party during the performance of the assignment, nor within one year of the termination of the assignment, or negotiate employment with these personnel, other than in consultation with the other party, where, if the personnel of the Contractor, further conditions may be set by the Contractor.
Article 6 – Rates and costs of the assignment
The rates stated in the offer are exclusive of VAT, travel, accommodation and other contract-related costs (such as graphic costs), unless indicated otherwise in the offer. The Contractor is entitled to pass on an interim change in the level of wages or changes to functions and the aforementioned costs reimbursements. This will be set down in writing by the contractor with due observance of a period of 1 month before the change takes effect.
Article 7 – Payment conditions
7.1. The fee and the costs referred to in article 6 are charged monthly in the (advance) invoice, unless otherwise agreed in writing.
7.2. Payment of the invoices must take place within 16 working days after the end of each calendar month in which the Contractor has performed work for the benefit of the Client. The Contractor will ensure timely invoicing of the payments to be made by the Client. After expiry of the aforementioned period of 16 working days, statutory interest will be charged with effect from this due date and the possibly agreed discount will lapse, without prejudice to the other rights accruing to the Contractor. If the Client has objections with regard to the invoice, he shall be deemed to expressly and in writing to the Contractor within 10 working days after sending the relevant invoice. The Client is in no case entitled to suspend and / or settle obligations towards the Contractor.
If the payment behavior or financial position of the Client gives rise to this, the Contractor may, after written notification, unilaterally decide to increase the frequency of the invoices and / or shorten the payment term.
7.3. In the event that the Client fails to fulfill one or more obligations towards the Contractor, all reasonable costs incurred in obtaining payment – in and out of court – shall be for the account of the Client.
7.4. If the assignment is provided by more than one Client, all Clients are jointly and severally liable for the fulfillment of the obligations as indicated in this article, regardless of the ascription of the declaration.
Article 8 – Cancellation & Shift
8.1 In case of cancellation by the client, depending on the time of cancellation, a percentage of the agreed fees will be charged. In case of cancellation:
- More than 15 working days before performance date canceled: € 35, – office costs
- Less than 16 working days before the execution date canceled: 50%
- Less than 11 business days before the execution date canceled: 75%
- Less than 6 working days before the execution date canceled: 100%
8.2 In case of transfer of an order to a date less than 16 working days after the original execution date, the agreed fee will be charged plus a percentage, as follows:
- More than 15 working days before the execution date moved: 110%
- Moved less than 16 business days before the execution date: 125%
- Moved less than 11 business days before the execution date: 145%
- Moved less than 6 business days before the execution date: 165%
8.3 A transfer of an order to a date later than 15 working days after the original execution date counts as a cancellation.
8.4 No later than five working days before the performance date, the Client will provide further information on the content of the assignment if necessary.
Article 9 – Modification of the contract / additional work
The Client accepts the fact that the time schedule and the scope of the assignment can be influenced if the parties agree in the interim to extend or change the approach, working method, composition of the advisory team, or the scope of the assignment and / or the resulting activities. This also applies when it appears during the execution that conditions or starting points do not turn out to be correct.
If the interim change in the assignment, in the performance of the assignment or in the composition of the advisory team arises due to actions or omissions of the Client, the Contractor will make the necessary adjustments, if and insofar as the Contractor is of the opinion that the quality of the service this requires. The Contractor is entitled to charge the additional costs related to this to the Client.
Article 10 – Duration and conclusion of the assignment
The duration of the assignment can be influenced by various factors, in addition to the effort of the consultancy team, such as the quality of the information that the Contractor receives and the cooperation provided by or on behalf of the Client. As a result, the Contractor can not specify in advance exactly how long the lead time for the execution of the assignment will be and what the exact scope will be.
In financial terms, the assignment is concluded as soon as the final invoice has been sent by the Contractor. If the Client does not explicitly and in writing object to the final invoice within a period of 10 working days after sending the final invoice, the final invoice will be deemed to have been approved.
Article 11 – (Interim) termination of the assignment / suspension and dissolution of the agreement
11.1. Each of the parties is entitled to terminate the agreement prematurely, or to suspend it, if the execution of the assignment can no longer be carried out by the Contractor in accordance with the confirmed offer and any subsequent additional order specifications, or when completion of the assignment can not be reasonably required and this is due to facts and circumstances that evade the influence of the terminating party and are not attributable to him. If the agreement is prematurely terminated by the Client or is suspended, the Client is obliged to compensate the Contractor for the occupancy loss estimated by the Contractor.
11.2. The Contractor is entitled to suspend the agreement without further notice of default and / or judicial intervention and / or the delivery of the services if the Client does not, not timely or not properly comply with its obligations towards the Contractor. Contractor is then not obliged to (any form of) compensation to Client.
11.3. In the event that one of the parties becomes bankrupt, applies for suspension of payments or discontinues operations, the other party has the right to terminate the assignment without observing a notice period, without prejudice to the other rights vested in the parties.
Article 12 – Intellectual property
Models, techniques, instruments, including software, that are used for the execution of the assignment and included in the advice or research result, are and remain the property of the Contractor, even if these have been modified or anonymised. Publication of this may only take place after obtaining written permission from the Contractor.
The Client has the right to multiply documents for use in their own organization, insofar as appropriate within the purpose of the assignment. In the event of premature termination of the assignment, the foregoing shall apply mutatis mutandis.
Article 13 – Confidentiality
The Contractor is obliged to maintain confidentiality of all information and data of the Client towards third parties. In the context of the assignment, the Contractor will take all possible precautionary measures to protect the interests of the Client. The Client will not communicate to third parties without permission of the Contractor about the approach of the Contractor with the Client, its working method and the like, or make its report available.
Article 14 – Liability
The Contractor is liable for shortcomings in the fulfillment of its obligations under the agreement concluded between the parties, insofar as these are the result of the Contractor’s failure to observe the care and expertise with which advice is given in the context of the relevant assignment may be trusted.
The liability for the damage caused by the shortcomings is limited to the amount of the fee that the Contractor has received for its work within the framework of that assignment. For assignments that have a longer turnaround time than half a year, a further limitation of the liability referred to here applies up to a maximum of the invoice amount over the last three months. The Contractor is therefore not liable for any further damage, including trading loss, loss of profit, damage arising from third-party claims against the Client or any other damage whatsoever, for whichever damage the Client will cause the Contractor.
Any claims by the Client in this sense must be submitted within one year after the discovery of the damage, failing which the Client has processed its rights. In case of force majeure, in which the (further) performance of the order can not reasonably be expected, the Contractor is not liable towards the Client for any (form of) damage whatsoever.
Article 15 – Applicable law / dispute resolution
15.1. Dutch law is exclusively applicable to these general terms and conditions, as well as to all agreements concluded and to be concluded between parties.
15.2. All disputes arising from or related to these general terms and conditions or the agreements concluded and to be concluded between the parties will – if the dispute is part of the legal competence of the district court – be settled by the district court of the district in which the Contractor has its registered office.
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