In these general terms and conditions, the following definitions apply:
1. Services: the one or more named services in these general terms and conditions;
2. AMZ Consultancy BV, registered with the Chamber of Commerce under number 75744325;
3. Client: the party or parties (natural or legal person) to whom AMZ Consultancy has submitted an offer or who enters into an agreement with AMZ Consultancy to which these general terms and conditions apply;
4. Agreement (s): the contractual relationship (s) between AMZ Consultancy and the Client;
5. Parties: AMZ Consultancy and Client jointly.
1. These general conditions apply to all offers, quotations and Agreements of AMZ Consultancy, unless the Parties agree otherwise in writing prior to the conclusion of the Agreement.
2. The applicability of any general terms and conditions of the Client is explicitly rejected. In the event that the Client has declared his general terms and conditions applicable in general to his offers, quotations and Agreements, the general conditions of AMZ Consultancy prevail.
3. Should any provision of these general terms and conditions be void or annulled, the remaining provisions will remain fully applicable and the void or nullified provision of these general terms and conditions will be replaced by a new legally permissible provision whereby the purpose and purport of the void or voided provision is observed.
3. Offer and Agreement
1. An offer sent by AMZ Consultancy is valid for fourteen (14) days after shipment.
2. AMZ Consultancy is not bound by an acceptance by the Client that deviates from the offer included in the quotation. The Agreement will then not be concluded in accordance with this deviating acceptance, unless AMZ Consultancy indicates otherwise.
3. The Agreement between AMZ Consultancy and the Client is concluded at the moment of:
a. sending the order confirmation by AMZ Consultancy; or
b. the written confirmation of an offer by the Client; or
c. the actual start of work and / or Services by AMZ Consultancy.
4.The Agreement regarding the delivery of a package of Services is concluded for the duration of one (1) year and is automatically extended by the original contract duration at the end of the term.
4. Execution of the Agreement
1. The Services will be performed by AMZ Consultancy for the benefit of the Client, as specified in the offer and / or the Agreement.
2. All Services provided by AMZ Consultancy are performed to the best of our knowledge and ability, in accordance with the requirements of good workmanship. Agreements can only be defined as an effort obligation and can never contain a result obligation.
3. The Client is obliged to inform AMZ Consultancy without delay about facts and circumstances that have changed and that may be of importance for the performance of the Agreement.
4. The Client is also obliged to provide AMZ Consultancy with all documents and information that AMZ Consultancy reasonably requires in order to correctly execute the assignment, in the manner desired by AMZ Consultancy. Any costs for obtaining documents and data are at the expense of the Client.
5. If the Client provides or has provided incomplete and / or incorrect documents and information to AMZ Consultancy, AMZ Consultancy shall be entitled to suspend the execution of the assignment until the moment at which the Client provides AMZ Consultancy with complete and / or correct documents and data. or dissolve the Agreement and hold the Client liable for any resulting damage.
6. An agreed term for the provision of Services by AMZ Consultancy is never considered as a deadline, but only as a guideline, unless expressly agreed otherwise in writing. An agreed term starts to run when the Client has provided AMZ Consultancy with all documents and information requested by AMZ Consultancy.
1. The prices or rates are set out in the offer and / or the Agreement.
2. If the Parties have fixed a fixed price in advance for the provision of certain Services and require the provision of those Services for additional work / performance that can not reasonably be deemed to be covered by that fixed price, AMZ Consultancy will inform in advance about the financial consequences. this. AMZ Consultancy is entitled to suspend its services until written agreement has been reached with the Client regarding the compensation for the additional work. AMZ Consultancy is entitled to charge extra work on the next invoice.
3. If an assignment is canceled by the Client, the Client is obliged to pay in full the already executed part of the assignment. AMZ Consultancy will, if desired, make the work already produced available to the Client. If AMZ Consultancy has reserved time for the execution of the canceled order, AMZ Consultancy may charge the Client a fee of fifty (50) percent of the fee for the uncontracted part of the assignment.
4. All prices and / or rates applied by AMZ Consultancy, as well as the prices and / or rates stated in the offers, quotations, price lists and the like are exclusive of twenty-one (21) percent VAT and other government levies.
5. Agreed prices or rates apply, unless expressly agreed otherwise in writing, for the duration of the calendar year in which they have been agreed and can be adjusted annually.
6. AMZ Consultancy is entitled to invoice periodically.
1. Payment of invoices must be made within fourteen (14) days of the invoice date, in euros, by means of payment or transfer to a bank or giro account designated by AMZ Consultancy, without settlement or discount.
2. An Agreement may deviate from the payment term of fourteen (14) days, if a package of Services is offered. In such a case, the invoice amount will be charged monthly by direct debit.
3 If the Client fails to meet its payment obligations within the payment term, or if there is a reversal of the direct debit, the Client shall be in default by operation of law and AMZ Consultancy shall be entitled to a default interest of 2% without further notice of default being required. per month with effect from the due date of the relevant invoice, or to charge the reversal date without prejudice to the other statutory rights to AMZ Consultancy. AMZ Consultancy is also entitled to charge the Client for all extrajudicial costs that AMZ Consultancy has to incur to collect the amounts owed by the Client.
4. Insofar as the Client disputes the chargeability of (part of) the invoice amount, the Client must inform AMZ Consultancy of this in writing within ten (10) days of the invoice date, failing which the invoice shall be regarded as undisputed. Objections against the amount of the invoices do not suspend the payment obligations.
5. Payments made by the Client are always used to settle first of all interest and costs owed, and invoices that are due and payable the longest.
6. In the opinion of AMZ Consultancy, if the financial position or the payment behavior of the Client gives reason to do so, AMZ Consultancy shall be entitled to require the Client to immediately provide (additional) security in a form to be determined by AMZ Consultancy and / or an advance payment. If the Client fails to provide the required security, AMZ Consultancy shall be entitled, without prejudice to other rights, to immediately suspend the further execution of the Agreement and all amounts owed by the Client to AMZ Consultancy for whatever reason shall be immediately due and payable.
7. In the event of (application for) suspension of payment, seizure, (application for) bankruptcy or liquidation at the expense of the Client, the claims of AMZ Consultancy and the obligations of the Client towards AMZ Consultancy are immediately due and payable.
7. Liability and indemnity
1. AMZ Consultancy has taken out liability insurance. In the event of damage, the relevant claim will be reported to its insurer and when there is cover, the liability for damage will be limited to the amount actually paid out by the insurer, plus the deductible. If the applicable liability insurance of AMZ Consultancy for whatever reason does not pay, the liability of AMZ Consultancy is limited to the fee charged for the relevant assignment with a maximum of € 30,000 per year.
2. AMZ Consultancy is only liable to the Client for direct damage. Direct damage within the meaning of these general terms and conditions is exclusively understood to mean:
a. the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to the damage within the meaning of these general terms and conditions;
b. any reasonable costs incurred to have the defective performance of AMZ Consultancy conform to the Agreement, insofar as these can be attributed to AMZ Consultancy;
c. the reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
3. Liability of AMZ Consultancy for indirect damage, including consequential damage, lost profits, missed savings and damage due to business interruption is excluded at all times.
4. AMZ Consultancy is in no way liable for the consequences of incorrectness of the information provided by or on behalf of the Client. AMZ Consultancy is also not liable for inaccuracies and omissions arising from the transmission or transmission of data, communication problems, problems in reaching persons specified by the Client, (the consequences of) computer, telephone and telefax disruptions, disruptions or disconnections of a fixed line connection, wherever it is caused.
5. If the Client provides AMZ Consultancy with information carriers, electronic files or software etc., the Client guarantees that these materials are free of viruses and defects. Any damage caused by the use of these materials will be compensated by the Client.
6. AMZ Consultancy is never liable for a loss event if it is not held liable by the Client for the occurrence of the damage within thirty (30) days after the occurrence of the damage event.
7. AMZ Consultancy is not liable for damage if the Client has insured itself against this damage, or could reasonably have insured itself. The Client indemnifies AMZ Consultancy against claims from insurers and others in this regard.
8. The Client indemnifies AMZ Consultancy against all claims from third parties that are related to or ensue from the legal relationship existing between AMZ Consultancy and the Client.
8. Force majeure
1. AMZ Consultancy is not obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault, and that neither under the law, a legal act or generally accepted for its account .
2. Force majeure shall in any case mean war, state of war, revolution, uprising, military or other takeover of power and looting in connection with these circumstances, epidemic, pandemic, strikes and other labor conflicts elsewhere in so far as AMZ Consultancy is thereby rendered more difficult in its service provision. , squatting actions, severely restricting weather conditions, traffic disturbances, power outages and, more generally, any cause that can not be attributed to AMZ Consultancy. The foregoing does not affect the obligation of AMZ Consultancy to try to prevent and avoid force majeure situations as much as possible.
3. AMZ Consultancy can suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two (2) months, then each of the Parties is entitled to dissolve the Agreement, without any obligation to compensate the other party for damage.
4. Insofar as AMZ Consultancy has already partially fulfilled its obligations under the Agreement or will be able to fulfill its obligations at the time of force majeure, and AMG Consultancy is entitled to the independent value that is due or to be fulfilled, AMZ Consultancy is entitled to comply with the obligations already fulfilled and to be invoiced separately.
9. Dissolution and termination
1. AMZ Consultancy is authorized to terminate or suspend the Agreement in whole or in part without notice of default and without judicial intervention by written notice with immediate effect if, for the time being:
a. The Client applies for a moratorium or is granted payment to it, or enters into an agreement or arrangement with its creditors or any other circumstance as a result of which the Client loses the free management of its assets;
b. in respect of the Client bankruptcy is applied for or it has been declared bankrupt;
c. the Client’s company is liquidated or terminated;
d. The Client does not, not timely or not properly fulfill his obligations under the Agreement and / or these General Terms and Conditions.
2. AMZ Consultancy will never be obliged to pay any compensation due to dissolution in accordance with this provision.
3. In principle, with regard to an Agreement with regard to the delivery of a package of Services, which is concluded for the duration of one (1) year, a notice period of two (2) months applies. If and to the extent that this is deviated from, the deviations must have been agreed explicitly and in writing by authorized persons.
10. Intellectual property
1. AMZ Consultancy reserves all intellectual property rights with regard to products originating from the mind which it uses or has used and / or develops in the context of the execution of the Agreement.
2. If any right accrues to AMZ Consultancy pursuant to paragraph 1, the Client may only dispose of it in the context of normal business operations. The Client may not, however, transfer ownership of the intellectual property rights, pledge them or otherwise encumber them with a limited right.
1. The Parties are not permitted to provide information, which may be of a confidential nature or may be, to third parties that are not involved in the Agreement or to use the information for a purpose other than the purpose for which it was obtained. With regard to such information, a duty of confidentiality applies to all Parties. Information is considered confidential if this has been communicated by one of the Parties or if this arises from the nature of the information.
2. The parties shall not divulge any part of the information to third parties without prior written consent, except to the party’s auditors, the tax inspector and third parties who have the legitimate duty or obligation to know the affairs of the party and in that only in so far as such information is necessary for the performance of such a task or obligation.
3. The Client shall not publish the content of reports, advice or other written statements by AMZ Consultancy, which have not been drawn up or made with the intention of providing third parties with the information contained therein, unless AMZ Consultancy has explicit given written permission to do so.
4. The obligations under this article also remain in force after termination of the Agreement.
12. Applicable law and competent court
1. Dutch law applies to all Agreements between AMZ Consultancy and Client to which these general terms and conditions apply.
2. All disputes between AMZ Consultancy and the Client that may arise and on which no solution can be reached by mutual agreement, will exclusively be submitted to the competent court in Amsterdam.
3. The parties will first appeal to the court after they have done their utmost to settle a dispute in mutual consultation.