Version: June 9, 2021
Article 1 Definitions
1.1 Client: the natural or legal person who commissions Pontes Assessment & Development or for whom an order is given to perform or have work performed
1.2 Pontes Assessment & Development: PONTES or contractor
Article 2 Application
2.1 These general terms and conditions apply to all offers from PONTES and all agreements between the Client and PONTES, unless expressly stated otherwise in writing.
2.2 PONTES adheres to the professional rules of conduct of the Order for Organizational Experts and Consultants.
Article 3 Conclusion of the agreement
3.1 Offers are based on the information provided to PONTES by the Client. The offer is valid for one month unless otherwise stated.
3.1.1 An agreement is reached at the moment that an order confirmation signed by the Client is received. As long as this order confirmation has not been received, PONTES reserves the right to deploy capacity elsewhere.
3.2 A verbal agreement will be confirmed by PONTES in writing.
Article 4 Availability of information
4.1 The Client is obliged to make available all data and documents that PONTES needs in its opinion for the correct execution of the assignment according to schedule, in a timely manner and in the desired form.
4.2 The Client guarantees the correctness, completeness and reliability of the data provided to PONTES, even if it originates from third parties.
4.3 The Client is obliged to immediately inform PONTES about facts and circumstances that may be important in relation to the assignment.
4.3.1 If and insofar as the Client requests this from PONTES, documents and records will be returned. Where necessary, copies are included in PONTES work files.
4.4 The Client will not commission third parties that it wishes to involve in the execution of the assignment, other than in coordination with PONTES.
4.4.1 The additional costs and additional fees arising from delays in the execution of the order due to the late or improper provision of the required data are at the expense of the Client.
4.5 If PONTES requests this, the Client will provide PONTES with a workspace with the necessary connections for communication free of charge.
Article 5 Execution of the assignment
5.1 PONTES determines the manner in which and by which persons the assignment will be carried out, and will take into account the wishes expressed by the Client as much as possible.
5.2 PONTES can only perform more work than indicated in the order and charge it to the Client if the Client has given permission for this, unless the additional work falls within the duty of care of PONTES.
5.3 If PONTES involves third parties in the execution of the assignment, it will only do so after having reached agreement with the Client.
Article 6 Confidentiality
6.1 Unless there is a legal obligation to disclose, PONTES is bound to secrecy towards third parties of information provided by the Client.
6.2 PONTES is not entitled to use the information made available to it by the Client for a purpose other than that for which it was obtained, unless persmission is given by the the Client.
6.3 Unless PONTES grants written permission for this, the Client will not make public the content of reports, advice or other written statements that have not explicitly been created for the purpose of informing third parties, and the Client will ensure that third parties cannot take cognizance of the content.
6.4 PONTES will impose the obligations of this article on third parties engaged by PONTES.
Article 7 Intellectual property
7.1 PONTES reserves all rights with regard to products of the mind which it uses or has used and/or develops in the context of the execution of the assignment, insofar as this arises from the law.
7.2 The Client is expressly prohibited from reproducing, publishing or exploiting those products, including computer programs, system designs, working methods, advice, models and other intellectual products of PONTES, in the broadest sense of the word, whether or not with the involvement of third parties, unless expressly agreed otherwise in writing.
7.3 The Client is permitted to reproduce the products supplied by PONTES for use within its own organization insofar as this is appropriate within the purpose of the assignment.
Article 8 Fee
8.1 If wages and/or prices change after the order has been concluded, but before the order has been fully executed, PONTES is entitled to adjust the agreed rate accordingly, unless other agreements have been made about this.
8.2 The fee of PONTES, plus expenses and declarations from third parties engaged, will be charged to the Client per month, per quarter, per year or after completion of the work, unless other agreements have been made about this. The sales tax is stated separately on the invoices of PONTES.
Article 9 Payment
9.1 Unless otherwise agreed, payment by the Client will be made without deduction, discount or settlement in the manner indicated by PONTES in favor of the account number indicated by PONTES, within a period of 14 days after the invoice date.
9.2 The invoiced amounts are not eligible for suspension and/or settlement, not even in the event of objections with regard to the invoice.
9.2.1 If the Client – within the time specified in 9.1 – has not or partially fulfilled its payment obligations or another provision of the agreement, and/or if the goods of the Client have been seized, a suspension of payment has been requested by the Client and/or the Client has filed for bankruptcy, the total amount owed to PONTES is immediately due and payable, irrespective of other agreements regarding the payment term. The Client is in default without further notice of default and without prejudice to the Client’s other rights.
9.2.2 In the event of default by the Client, the amount owed by the Client to PONTES will be increased with an interest of 2% per month or part of the month, calculated from the invoice date until the day of full payment.
9.2.3 All judicial and extrajudicial (collection) costs reasonably incurred by PONTES as a result of the Client’s non-compliance will be borne by the Client.
9.2.4 If the financial position or the payment behavior of the Client gives reason to do so, PONTES is entitled to require additional security from the Client, to immediately suspend the execution of the assignment or to dissolve the agreement by letter and all that the Client has given to PONTES is due, to be claimed immediately.
9.2.5 In the event of a joint assignment, the Clients are jointly and severally liable for payment of the total invoice amount for the work performed for them.
Article 10 Complaints
10.1 Complaints with regard to the work performed or the invoice amount must be made known to PONTES in writing within 14 days of the date of dispatch of the documents.
10.2 Complaints do not suspend the payment term.
Article 11 Delivery term
11.1 If an advance payment has been agreed upon or material must be made available, the term within which the work must be completed will not commence until payment or materials have been received.
11.2 Because the duration of the assignment can be influenced by all kinds of factors, such as the quality of the information made available and the cooperation that is provided, the terms within which the work must be completed can only be regarded as strict deadlines if expressly agreed in writing.
11.3 Unless it has been established that execution is permanently impossible, the agreement cannot be dissolved due to the term being exceeded, unless PONTES also does not perform the agreed work or does not perform it in full within a reasonable term notified in writing after the agreed delivery period.
Article 12 Termination
12.1 The Client and PONTES may cancel the assignment at any time.
12.2 Termination must be communicated to the other party in writing.
12.2.1 If the Client proceeds to premature termination, PONTES is entitled to compensation of 70% of the remaining agreed price in connection with loss of occupancy, without prejudice to PONTES’ right to claim full compensation, unless there are facts underlying the termination are attributable to PONTES.
12.2.2 If PONTES has proceeded with premature termination, the client is entitled to cooperation from PONTES in the event of transfer to third parties, unless the termination is based on facts or circumstances that can be attributed to the client.
12.3 In the event of premature termination, PONTES reserves the right to payment of invoices for work performed up to that point.
12.4 If the client wishes to cancel a planned meeting, the following arrangement applies:
Article 13 Transfer
13.1 PONTES is not liable for non-execution, incorrect or late execution of orders, if the cause of this cannot be attributed to PONTES or is the result of force majeure in the broadest sense of the word.
Article 14 Liability
14.1.1 PONTES performs its work to the best of its ability and observes the due care that may be expected of it. PONTES is not liable for errors and damage or consequential damage of third parties due to incorrect information on the part of the Client.
14.1.2 The liability of PONTES is limited to the amount of fee that PONTES has received for its work and limited to a maximum of once the amount of the fee for the relevant assignment for the last six months, unless there is intent or gross negligence by PONTES.
14.1.3 The liability of PONTES is in any case limited to the amount that is paid out by the insurer in the relevant case, or to the amount for which an entrepreneur with a company similar to PONTES usually takes out insurance.
14.2 PONTES can never be held liable for damage for which the statutory liability scheme concluded by PONTES does not provide cover.
14.3 PONTES has the right at all times, if and insofar as possible, to limit and/or undo the damage suffered by the Client.
14.4 The limitation of liability in this article is also stipulated for third parties engaged for the performance of the assignment.
Article 15 Statute of limitations
All legal claims of the Client under an agreement subject to these terms and conditions lapse, subject to mandatory law, after one year, calculated from the day on which the work was completed or should have been completed.
Article 16 Takeover of personnel
16.1 During the execution of the assignment and within two years after termination of the assignment, none of the parties may employ or negotiate persons who are or have been involved from the other party in the execution of the assignment, except in consultation with the other party.
16.2 The party that acts contrary to paragraph 1 of this article owes the other party an immediately due and payable fine of € 50,000.00 that cannot be mitigated.
Article 17 Other provisions
17.1 Unless otherwise agreed in writing, PONTES is permitted to use the Client’s company name and logo(s) for marketing and communication purposes, such as mentioning / displaying the Client as as customer references in (social) media.
Article 18 Disputes and applicable law
18.1 All disputes arising from the agreements concluded between the parties and the associated general terms and conditions are governed by Dutch law.
18.2 Disputes will be settled by the competent court.
18.3 Contrary to the previous paragraph, the Client and PONTES may agree to submit disputes to a dispute resolution committee.