Terms and conditions
General Terms and Conditions:
Article 1 - Applicability
1.1 These general terms and conditions apply to all legal relationships between the Dutch healthcare Society and its members (and Contractor) and the Client, (customer) including all Work performed by the Contractor and in particular the services such as are stated in the Offer.
1.2 Deviations from these general terms and conditions are only valid if expressly agreed in writing. The Contractor explicitly rejects the applicability of the general (purchase) conditions used by the Client.
Article 2 - Obligation
2.1 The Contractor will observe the greatest possible care with regard to the interests of the Client in the performance of the Work. In particular, the Contractor shall ensure confidentiality of all data and information made available to the Contractor by the Contracting Authority within the framework of the Agreement.
2.2 If and in so far required for the proper execution of the Agreement, the Contractor shall have the right to perform the Work. to have third parties (Dutch Healthcare Society members) performed.
Article 3 - Offers
3.1 All Offers are entirely without obligation and the Contractor is only bound by the Offer if the Quotation is signed by the Client within ten (10) working days and has been received by the Contractor.
3.2 The prices stated in the Offer are exclusive of VAT and other government levies, as well as any costs to be incurred within the framework of the Agreement, including Hotel, travel, accommodation and administrative costs, unless otherwise stated in the Offer.
Article 4 - Performance of the Agreement
4.1 In the event that the Work is performed at the location of Opdra the principal or at a location designated by the Client, the Client shall provide free of charge for the reasonably desired facilities to carry out work and the client is responsible that requested / required participants from the organization of the client are available.Article
5 - Contract duration and Execution term
5. 1 In the event that in the context of the performance of the Work between the Contractor and the Client a period has been agreed to deliver results, then this period shall be the target date, unless expressly agreed otherwise in writing. The Contractor offers no guarantee with respect to agreed delivery times and non-timely delivery does not entitle the Client to compensation because the activities carry a joint responsibility that the target date is achieved and there is no question of dissolution of the Agreement or suspension of any obligation towards the Contractor.
Article 6 - Honorarium
6.1 The parties can agree on a fixed fee when the Agreement is concluded. this must be described in the offer offered.
6.2 If no fixed fee has been agreed, the fee will be determined on the basis of actually spent hours, which is a daily fee. The fee is calculated according to the usual hourly and / or daily rates of the Contractor, applicable for the period in which the Work is performed.
6.3 The Contractor is entitled to settle any price changes that occurred after the Contract was concluded with the Client.
Article 7 - Payment
7.1 The Client is obliged to pay all the Contractor's invoices to the Contractor within fourteen (14) days of the date. Objections to the amount of the invoices do not suspend the payment obligation.
7.2 If the Client fails to pay within the period of fourteen (14) days, the Client is legally in default. The Client will then owe an interest of 2% per month, unless the statutory interest rate is higher, in which case the statutory interest will apply. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount.
Article 8 - Retention of title
8.1 All items delivered by the Contractor, including reports, designs, equipment, software, (electronic) files, etc., shall remain the property of the Contractor until the Client has fulfilled all obligations towards the Contractor.
8.2 The Contractor is permitted to archive reports, designs, software etc. in his own archive. reuse is only anonymised and if NOT reducible to the client
8.3 Client is not authorized to pledge the items falling under the retention of title or encumber them in any other way.
8.4 If third parties seize the goods delivered under retention of title or wish to establish rights to them or to assert, the Client is obliged to inform the Contractor immediately. In case of re-use of presentations from the Dutch Healthcare Society by the client, the latter has the obligation to clearly state Dutch Healthcare Society ©.
8.5 The Client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and the policy of this insurance on first request for inspection.
8.6 In the event that the Contractor wishes to exercise its property rights referred to in this article, the Client will now unconditionally and irrevocably authorize the Contractor to enter (or have entered) all these places. where the property of the Contractor is located and take back (or have taken) the items.
Article 9 - Complaints
9.1 Complaints about the Work must be filed by the Client within eight (8) days of discovery, but no later than fourteen (14) days after completion of the work. the relevant Work, in writing to the Contractor to be reported. Such notice of default must contain as detailed a description as possible of the shortcoming stated by the Client, so that the Contractor is able to respond adequately.
9.2 If a complaint is well-founded, the Contractor will be given the opportunity to perform the Work once again. In the event that the Work is still no longer possible according to objective criteria, the Contractor will only be liable within the limits of Article 12.
Article 10 - Period of notice
10.1. Both parties can cancel the Agreement in writing at any time.
10.2 If the Agreement is terminated prematurely by the Client, the Contractor is entitled to compensation on account of the resulting loss. In addition, the Client shall then be obliged to pay the invoices for the Work performed until that date.
10.3 If the Agreement is terminated prematurely by the Contractor, the Contractor loses its entitlement to payment for work, except insofar as the Activities already performed are of use to the Client.
Article 11 - Liability
11.1 In view of the nature of the Work and the subjective assessment aspects, politics and culture of an organization that can play a role in the Work, the Contractor is not liable for any damage that the Client suffers as a result of an act or omission. from Contractor in the fulfillment of the Agreement or otherwise, except in case of intent or gross negligence. Consequential damage, including loss of profit or suffered losses will never be eligible for reimbursement.
11.2 In the event that the Contractor is liable for damage suffered by the Client, the damage that the Contractor is obliged to compensate shall never exceed the invoice value of the Work, of which the defect has been the cause of the damage or - if this can not be established - the invoice value of the Work that the Contractor has performed for the benefit of the Client at the time that the damage causing event occurred.
11.3 The Client indemnifies the Contractor against all claims from third parties for damage that is connected with or ensues from the Agreement. This is without prejudice to the duty of care of the Contractor as referred to in article 3.
11.4 The exclusions and limitations of liability as mentioned in this article, as well as the indemnification as referred to in article 12.3, are also stipulated for and for the benefit of subordinates of the Contractor and each another of whose assistance the Contractor uses in the performance of the Work.
11.5 The liability for the Work commissioned by the Contractor to a third party is limited to the extent that the third party effectively indemnifies the Contractor.
Article 12 - Force Majeure
12.1 Force majeure means any circumstance on the basis of which (further) fulfillment of the Agreement by Contractor can not reasonably be required. This includes in any case - but not exclusively - loss of data as a result of computer failure, virus infection or computer intrusion by third parties, machine breakdown and other calamities such as: sickness, accident, preventing or limiting the operations of the Contractor.
12.2 In the event that the Contractor is prevented by force majeure is prevented from carrying out the Work in whole or in part, the Contractor has the right to suspend the execution of the Work without judicial intervention or to regard the Agreement as dissolved in whole or in part, at its discretion, without the Contractor being obliged to Damage suffered by the Client.
12.3 In the event that the Contractor has at the time of the occurrence of force majeure partially fulfilled its obligations towards the Client that ensue from the Agreement and has partially performed Work on behalf of the Client - and to the already ered Work is entitled to independent value - the Contractor is entitled to invoice the Work in question separately. The Client shall then be obliged to pay the relevant invoice from the Contractor.
Article 13 - Indemnities
13.1 The Client indemnifies the Contractor against claims by third parties relating to intellectual property rights on materials or data provided by the Client that are used in the performance of the Agreement.
13.2 If the Client provides user with information carriers, electronic files or software etc., the Client guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 14 - Intellectual property
14.1 All documents provided by the Contractor, such as reports, advice, Agreements , designs, software, etc., are exclusively intended to be used on behalf of the Client and may not be reproduced, made public or brought to the attention of third parties without prior permission from the Contractor, unless ard of the documents issued otherwise.
14.2 The Contractor reserves the right to use the knowledge gained through the execution of the Work for other purposes, insofar as no confidential information is brought to the knowledge of third parties. (see also point 8.2)
14.3 The Contractor is entitled to sign and / or use all that has been produced by the Contractor for the promotion of its own organization and services.
Article 15 - Confidentiality
15.1 If the Contractor - on the basis of a statutory provision or a court order decision - is bound to provide confidential information to third parties designated by the law or the competent court and the Contractor can not rely on a legally or by the competent court recognizes or allowed right of change, then the Contractor is not obliged to pay compensation or indemnification and the other party is not entitled to terminate the Agreement.
Article 16 - Termination
16.1 The Contractor is entitled to terminate the Agreement in whole or in part, without notice of default and obligation to pay compensation, or - at its own discretion - the further execution of the Agreement. To suspend an agreement if: a. Client is declared bankrupt, b. Client applies for a moratorium of payments c. Client proceeds to liquidation of his business d. Client is placed under guardianship or dies; ofe. Client towards the Contractor does not comply with any legal obligation, or any obligation arising from the Agreement.
16.2 The Contractor is entitled in the cases referred to in Article 16.1 to immediately claim the fee owed by the Client to the Contractor in its entirety.
16.3 The Client is obliged to inform the Contractor immediately if a circumstance within the meaning of Article 16.1 occurs. In the event that a circumstance within the meaning of Article 16.1 under e. the Client is legally in default and any debt to Contractor is immediately due and payable.
Article 17 - Assignment and obligations
17.1 The Client is not entitled to transfer all or part of the rights and obligations arising from the Agreement concluded under these general terms and conditions to third parties, subject to the prior written consent of the Contractor.
Article 18 - Applicable law and competent court
18.1 These general terms and conditions come into force with effect from 20 June 2007.18.2 In the event that any provision in these general terms and conditions should be null and void or be annulled, this will not affect the validity of the remaining provisions.
18.3 The legal relationship between the Client and the Contractor will be governed by Dutch law. All disputes between the Client and the Contractor that may arise in connection with or in connection with the Agreement will be settled by the competent court in Amsterdam to the exclusion of everyone else.