1.1 Definition of terms
In these General Terms and Conditions the following terms shall have the following meanings:
Company: The Board Whisperers VOF, established in The Hague.
Clients: individuals, companies or institutions for whom The Board Whisperers will carry out a consultancy assignment.
These General Terms and Conditions form part of the agreement between The Board Whisperers and its clients. These General Terms and Conditions are available free of charge on request. The General Terms and Conditions apply to all offers, activities, quotations and agreements for (organizational) consultancy between The Board Whisperers and clients, respectively their legal successors. Deviations from these Terms and Conditions are only valid if they have been explicitly agreed upon in writing. The applicability of the client’s terms and conditions is explicitly rejected.
2 Basis of Quotations
Quotations by The Board Whisperers are based on the information provided by the client. The client guarantees that to the best of his knowledge he has supplied all of the essential information for the design and execution of the assignment. The Board Whisperers shall carry out the advisory services to be provided by them to the best of its knowledge and ability, and in accordance with the requirements of good professional practice. This obligation has the character of a ‘best efforts obligation’, because achieving the intended result cannot be guaranteed.
3 Provision of information, employees and working space by the client
In order for the assignment to be carried out properly and as far as possible according to the time schedule, the client will provide all the documents and information the agency needs in good time. This also applies to the supply of employees of the client’s own organization who are or will be involved in the agency’s work. If the agency so requests, the client will provide the agency, free of charge, with its own workspace at its premises with a personal computer with network access and, if required, a telephone and data connection.
4 Involvement of third parties in the performance of the assignment
The involvement or engagement of third parties in the execution of the assignment by the client or by The Board Whisperers shall take place only after consultation.
5 Change of Advisory Team
The Board Whisperers can change the composition of the consulting team in consultation with the client, if it feels that this is necessary for the execution of the assignment. The change must not reduce the quality of the consultancy services to be provided or adversely affect the continuity of the assignment. A change in the consultancy team can also take place at the request of the client in consultation with The Board Whisperers.
6 Rates and Costs of the Commission
With respect to the rates and the cost estimates based thereon, it is indicated in the offer whether the secretarial costs, travel time, travel and accommodation costs and other assignment-related costs are included. Insofar as these costs are not included, they may be charged separately. An interim change in the level of wages and costs that forces The Board Whisperers to adjust the rate or adjust other aforementioned costs will be passed on. The fee does not include interest charges, unless otherwise indicated in the quotation.
7 Terms of payment
The fee and costs as mentioned in article 6 will be charged at the end of each month. Payment must be made within 14 days of the invoice date. After that due date, the statutory interest shall be charged, without notice of default being required. If payment is not made, the agency may invoke the uncertainty exception to prohibit the client from using the result of the assignment. If the client is in default or if he fails to meet one or more of his obligations in any other way, all reasonable costs for obtaining satisfaction shall be for his account, both judicial and extrajudicial. If the order has been given by more than one client, all clients are jointly and severally liable for the fulfilment of the obligations as stated in this article (regardless of the name of the invoice).
8 Changes to the order or additional work
The client accepts that the time schedule of the assignment may be affected if the parties agree in the meantime to expand or alter the approach, method or scope of the assignment and/or the work resulting from it. If the interim change in the assignment or execution of the assignment is caused by the client, The Board Whisperers shall make the necessary adjustments if the quality of the service demands it. If such an adjustment results in additional work, this will be confirmed to the client as an additional assignment.
9 Duration and Conclusion of the Assignment
The duration of the assignment may, in addition to the efforts of the consulting team, be influenced by a variety of factors, such as the quality of the information obtained by The Board Whisperers and the cooperation provided. The Board Whisperers is therefore unable to indicate in advance exactly how long the lead time for the execution of the assignment will be. In a financial sense, the assignment is concluded as soon as the final invoice has been approved by the client. The client must inform the agency of this within 30 days of the date of the final invoice. If the client does not respond within this period, the final invoice will be deemed to have been approved. If the client wishes an audit of The Board Whisperers’ statement of fees by a chartered accountant, the firm shall lend its assistance. The costs of such an audit shall be borne by the client.
10 Premature Termination of the Assignment
The parties can terminate the agreement unilaterally prematurely if one of them is of the opinion that the execution of the assignment can no longer take place in accordance with the confirmed quotation and any subsequent additional assignment specifications. The other party must be informed of this in writing, giving reasons. If the client has decided to terminate the contract prematurely, the agency shall be entitled to payment of the contractual hours until the end of the contractual period, with a maximum of 3 months, due to the loss of capacity. The agency may only exercise its authority for early termination if, as a result of facts and circumstances beyond its control or for which it cannot be held accountable, completion of the assignment cannot reasonably be required. The agency will thereby retain the right to payment of the invoices for work carried out up to that point, whereby the provisional results of the work carried out up to that point will be made available to the client subject to reservations. Insofar as this involves extra costs, these will be charged. If one of the parties becomes bankrupt, applies for a moratorium or discontinues its business, the other party has the right to terminate the assignment without observing a period of notice, all this subject to the reservation of rights.
11 Intellectual Property
Communication plans, models, techniques, instruments and means used in the execution of the assignment and included in the advice or research result are and remain the property of The Board Whisperers. Disclosure can therefore only take place after obtaining permission from The Board Whisperers. The client naturally has the right to multiply documents for use within its own organization, as far as appropriate within the purpose of the assignment. In the event of early termination of the assignment, the foregoing shall apply accordingly.
The Board Whisperers is obliged to keep all information and data of the client confidential with respect to third parties. Within the framework of the assignment, the agency shall take all possible precautions to protect the interests of the client. Without the agency’s permission, the client shall not disclose to third parties the agency’s approach, its working methods, models, techniques, instruments and means and the like, or make its report available.
The Board Whisperers is liable for shortcomings in the execution of the assignment, insofar as they are the result of the agency’s failure to exercise the care, expertise and professionalism that may be relied upon in rendering advice within the framework of the assignment in question. The liability for the damage caused by the shortcomings shall be limited to the amount of the fee received by the agency for its work in the context of that commission. In the case of assignments with a duration of more than six months, a further limitation of the liability referred to here shall apply up to a maximum of the amount of the invoice for the last six months. Any claims by the client in the sense referred to here must be submitted within one year of the discovery of the damage, failing which the client will have forfeited its rights.
14 Applicable law
This agreement is exclusively governed by Dutch law.
15 Settlement of disputes
A dispute exists when one of the parties declares that this is the case. As the competent court the parties designate the court that has jurisdiction in the region of The Board Whisperers, The Hague. All costs, both judicial and extrajudicial, relating to the collection of the amounts owed by the client and not paid on time are for the account of the client; they are at least 10% of the amount owed and will be at least € 100,-.
16 Privacy statement
The agency records data such as name (email) address and telephone number in an automated database. Data from the client will be used for the execution of agreements concluded with the client. In addition, the agency may use these data to keep the client informed of interesting information and/or make offers. The data, together with their information from the client, may be analyzed, in order to tailor the information and/or offers as much as possible to the interests. Data relating to personal data will not be made available to third parties. The client can request his data and request to have it corrected or deleted.