Terms and Conditions
In these general terms and conditions, the following terms shall have the following meanings:
1.1 Contractor: The sole proprietorship Miss Assistant, registered with the Chamber of Commerce under no 73780375.
1.2 Client: any natural person or legal entity with whom Miss Assistant enters into an agreement, or negotiates the formation of such an agreement, or to whom Miss Assistant sends an offer.
1.3 Quote: the non-binding statement of the possible activities of Miss Assistant with an estimate of the costs involved.
1.4 Agreement: any agreement entered into between the Contractor and the Client, any amendment or addition thereto, as well as all legal and other acts in preparation for and implementation of such agreement.
1.5 Products: all products or tangible objects that are created by the contractor's services, such as models, films, promotional items, etc.
1.6 Services: all work in any form performed by the contractor for or on behalf of a contractor.
2. GENERAL PROVISIONS
2.1 These conditions are part of all assignments and apply to all related legal and other acts of the contractor and the client.
2.2 The applicability of any terms or conditions of the Principal is expressly rejected by the Contractor.
2.3 Any stipulations deviating from these general terms and conditions will only apply if and insofar as the contractor has explicitly acknowledged and confirmed these to the client in writing.
2.4 If, in performing the Agreement, the Contractor is required to assign parts of this performance to a third party, the Contractor will be entitled, vis-à-vis the Customer, to invoke the provisions of the terms and conditions applied by this third party.
3. FORMATION OF THE AGREEMENT
3.1 The Agreement is concluded by signing the order confirmation, which includes approval of the General Terms and Conditions. The Agreement is concluded when the signed order confirmation is returned in writing by the User and 6 working days have passed. The Agreement is also concluded immediately if the Agreement is signed by both the User and the Client. As long as the order confirmation has not been received and no Agreement has been signed by both the User and the Client, the User reserves the right to deploy his (staff) capacity elsewhere. The order confirmation is based on the information provided by the Client to the User at that time. The order confirmation is deemed to reflect the Agreement accurately and completely.
3.2 The Agreement replaces, and will replace, all previous proposals, correspondence, agreements or other communications, whether written or oral.
3.3 The Agreement is entered into for an indefinite period, unless it follows from the content, nature or tenor of the Agreement that it has been entered into for a definite period.
3.4 Every agreement concluded between the Client and the User is fully binding between them, unless the User dissolves the agreement within 12 days of its conclusion.
3.5 All prices are exclusive of sales tax (VAT) and other government levies, unless otherwise indicated.
4. CHANGES AND ADDITIONS
4.1 Any changes and supplementary or deviating arrangements made after the Agreement was concluded will be binding on the Contractor only if it has confirmed them to the Principal in writing.
4.2 All amendments to the Agreement made by the parties by mutual consent or caused by the fact that the data known at the time of the conclusion of the Agreement do not correspond to the data apparent at the time of its performance will be considered as contract extras and contract reductions, which will be calculated on a fair basis and, if possible, charged to the principal sum.
4.3 The Contractor reserves the right to refuse an order without giving reasons.
4.4 The Client shall owe the Contractor a fee as well as compensation for costs incurred in accordance with the Contractor's usual rates, calculation methods and working methods.
5. DATA AND INFORMATION
5.1 The Contractor is only obliged to perform or continue performing the Agreement if the Client has supplied the data and information requested by the Contractor in the form and manner desired by the Contractor. Any additional costs incurred as a result of the Principal's failure to provide the data or information requested or to do so on time, in full or properly shall be borne by the Principal.
5.2 The customer is required to inform the contractor without delay of any facts and circumstances relating to the performance of the agreement that are relevant to the customer.
5.3 The Client warrants the accuracy, completeness and reliability of the data and information provided to the Supplier by or on behalf of the Client.
6. PERFORMANCE OF THE AGREEMENT
6.1 The Contractor determines the manner in which and by which person(s) the Agreement will be performed, but will take the wishes made known by the Principal into account as much as possible.
6.2 The contractor will perform the work to the best of its ability and as a professional acting with due care.
the achievement of any intended result.
7. PAYMENT AND COLLECTION COSTS
7.1 Payment must always be made within 30 days of the invoice date, in a manner to be indicated by Contractor and in the currency in which the invoice was made, unless otherwise indicated by Contractor in writing.
7.2 Contractor is entitled to invoice periodically.
7.3 If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then owe the statutory interest. The interest on the amount due and payable will be calculated from the moment the Client is in default until the moment of payment of the full amount due.
7.4 If the Customer is in default or breach of contract in the (timely) performance of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Customer. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice.
7.5 However, if Contractor has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs due.
8.1 The Contractor is obliged to keep the data and information supplied by or on behalf of the Client confidential vis-à-vis third parties who are not involved in the performance of the Agreement. This obligation will not apply insofar as the contractor is under a statutory obligation to disclose or the client has released the contractor from the obligation to maintain confidentiality.
8.2 Without the express prior consent of the contractor, the client will not be permitted to publish or otherwise make available to third parties the contents of advice, opinions or other statements made by the contractor, whether or not in writing, except in so far as this ensues directly from the agreement or is done to obtain an expert opinion on the advice given by the contractor or the client is subject to a statutory obligation of disclosure.
9. RETENTION OF TITLE
9.1 All goods supplied by the Contractor in the context of the Agreement will remain the Contractor's property until the Client has properly fulfilled all its obligations under the Agreement(s) concluded with the Contractor.
9.2 The Client shall always do everything that may reasonably be expected of it to safeguard Contractor's property rights.
10. COOPERATION BY THE CUSTOMER
10.1 The Client shall always provide the Contractor in good time with all useful and necessary data or information for the proper performance of the Agreement and shall render all assistance.
10.2 The Client bears the risk of the use and application in its organisation of the equipment, software, websites, data files and other products and materials of the services to be provided by the Contractor, as well as the risk of the control and security procedures and proper system management.
10.3 If it is agreed that the Principal will make software, materials or data available to the Contractor on data carriers, such carriers must comply with the specifications prescribed by the Contractor.
10.4 If any data necessary for the performance of the agreement are not made available to the contractor or are not made available in good time or in accordance with the agreements made, or if the customer fails to fulfil his obligations in any other way, the contractor will in any event be entitled to suspend performance of the agreement and to charge the costs incurred in this connection in accordance with his usual rates.
10.5 If Contractor's employees perform work at the Principal's location, the Principal will provide the facilities reasonably required by those employees free of charge, such as, if applicable, a work space with telecommunication facilities etc. The Client shall indemnify the Contractor against any claims from third parties, including the Contractor's employees, who suffer damage in connection with the performance of the Agreement as a result of the Client's acts or omissions or unsafe situations in its organisation.
11.1 Each of the parties shall be entitled to dissolve the agreement only if the other party, after having received a proper notice of default in writing, which is as detailed as possible and in which a reasonable period is given to remedy the breach, fails imputably in the performance of essential obligations pursuant to the agreement.
11.2. If a contract which, by its nature and content, does not end in completion, has been entered into for an indefinite period of time, it may be terminated by either party after proper businesslike consultation and with a statement of reasons by means of written notice of termination. If no explicit term of notice was agreed between the parties, one month must be observed in the notice of termination. The parties will never be obliged to pay any compensation for termination.
11.3 The contractor may terminate all or part of the agreement without notice of default and without judicial intervention by means of a written notification with immediate effect if the client is granted a suspension of payments, whether provisional or not, if a petition for bankruptcy is filed with regard to the client, or if its business is liquidated or terminated other than for the purpose of reconstruction or merger of companies. The Contractor shall never be liable for any compensation on account of such termination.
12. DEFECTS; COMPLAINT PERIODS
12.1 Complaints about the Work performed must be reported in writing to the Contractor by the Principal within eight days of discovery, but within fourteen days of completion of the Work in question at the latest.
12.2. If a complaint is well-founded in the Supplier's opinion, the Supplier will perform the work as agreed, unless this has meanwhile become demonstrably pointless for the Client. The Client must indicate this in writing. If it is no longer possible or meaningful to render the agreed service, the contractor will only be liable within the limits of article 13.
13. LIABILITY OF THE CONTRACTOR; INDEMNITY
13.1 The Contractor is only liable vis-à-vis the Principal for any shortcoming in the performance of the Agreement - which never constitutes a performance obligation - insofar as the shortcoming consists of a failure to exercise the due care and expertise which may be expected with regard to the performance of the Agreement. However, the Contractor is not liable for
- Damages sustained by the Client or third parties as a result of acts or omissions of auxiliary persons engaged by the Client, even if such persons are employed by an organisation affiliated with the Client.
- Loss or damage suffered by the Client or third parties that is the result of the provision of incorrect or incomplete data (including the late provision of data by the Client to the Contractor) or information by or on behalf of the Client to the Contractor.
- Damage and/or any detriment suffered by the Client as a result of either the Client or the Commissionee dissolving the Agreement or cancelling the mandate to perform the Agreement.
- Damage suffered by the Principal or third parties in the form of loss of turnover, loss of business and/or other indirect or consequential loss.
13.2 the Contractor will at all times be entitled to reverse any damage suffered by the Principal, while the Principal will be obliged to limit any damage suffered as far as possible, on pain of which the Principal will not be entitled to claim any compensation.
13.3 The total liability of the Contractor for attributable failure to perform the Agreement will be limited to compensation for direct damage.
13.4 Direct damage is understood to mean exclusively:
A. The reasonable costs which the Principal would have to incur to have the Contractor's performance conform to the agreement. However, this damage will not be compensated if the Client has dissolved the agreement.
B. reasonable costs incurred to assess the cause and extent of the damage, to the extent that such assessment concerns direct damage within the meaning of these Terms and Conditions;
13.5 Other than in the case referred to in Article 12.1, the Supplier is not liable for damages, regardless of the grounds on which any action for damages is based.
13.6. The Contractor's liability for attributable failure in the performance of an Agreement will arise only if the Principal immediately and properly gives the Contractor notice of default in writing, stipulating a reasonable period in which to remedy the failure and if the Contractor continues to fail attributably in the performance of its obligations even after that period. The notice of default must give as detailed a description as possible of the breach, so that the Contractor will be in a position to respond adequately.
13.7. The occurrence of any right to compensation is always subject to the condition that the Client reports the damage in writing to the Supplier immediately after it occurs. The burden of proof in respect of any alleged liability of the Supplier rests with the Client, which is accepted by the Supplier.
14. FORCE MAJEURE
14.1. Neither party is obliged to comply with any obligation if prevented from doing so as a result of force majeure. Force majeure also includes non-attributable failures by the Supplier's suppliers.
14.2. If the situation of force majeure has lasted for more than ninety days, the parties will be entitled to terminate the agreement by rescinding it in writing. Any work already carried out under the agreement will then be settled proportionately, without the parties owing each other anything else.
15. APPLICABLE LAW AND DISPUTES
15.1 The agreements between the Contractor and the Principal will be governed by Dutch law. The applicability of the Vienna Sales Convention 1980 is excluded, so that foreign law will never apply and a foreign court will never have jurisdiction.
15.2 Any disputes which may arise between the Contractor and the Principal as a result of any agreement entered into by the Contractor with the Principal or as a result of any further agreements resulting therefrom will be settled by the competent Dutch court.
16. AMENDMENTS AND LOCATION OF THE CONDITIONS
These conditions are listed on www.miss-assistant.nl.
The online version or the version in force at the time of the conclusion of the present assignment shall always apply.