In these general terms and conditions the following terms have the following meanings:
- Services: the services referred to in these general terms and conditions;
- AMZ Consultancy BV: Private Company, registered with the Chamber of Commerce under number 75744325;
- Client: the party or parties (natural or legal person) to whom AMZ Consultancy BV has submitted a quotation or who enters into an agreement with AMZ Consultancy BV to which these general terms and conditions apply;
- Agreement(s): the contractual relationship (s) between AMZ Consultancy BV and the Client;
- Parties: AMZ Consultancy BV and the Client jointly.
- These general terms and conditions apply to all offers, quotations and Agreements of AMZ Consultancy BV, unless the Parties agree otherwise in writing prior to the conclusion of the Agreement.
- The applicability of any general terms and conditions of the Client is explicitly rejected. In the event that the Client has declared its general terms and conditions generally applicable to its offers, quotations and Agreements, the general terms and conditions of AMZ Consultancy BV will prevail.
- Should any provision of these general terms and conditions be null and void or be annulled, the other provisions will remain fully applicable and the void or annulled provision of these general terms and conditions will be replaced by a new, legally permissible provision whereby the purpose and scope of the the invalid or nullified provision is observed.
3. Quotation and Agreement
- A quotation sent by AMZ Consultancy BV is valid for fourteen (14) days after sending.
- AMZ Consultancy BV 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 BV indicates otherwise.
- The Agreement between AMZ Consultancy BV and the Client is concluded at the time of:
- The sending of the order confirmation by AMZ Consultancy BV; or
- the written confirmation of a quotation by the Client; or
- the actual commencement of activities and / or Services by AMZ Consultancy BV.
- The Agreement with regard to the delivery of a package of Services is concluded for the duration of one (1) year and is automatically extended at the end of the term with the original contract duration.
4. Execution of the Agreement
- The Services will be performed by AMZ Consultancy on behalf of the Client, as further specified in the quotation and / or the Agreement.
- All Services provided by AMZ Consultancy BV are performed to the best of knowledge and ability, in accordance with the requirements of good workmanship. Agreements can only be defined as a best efforts obligation and can never contain an obligation to achieve results.
- The Client is obliged to immediately inform AMZ Consultancy BV about facts and circumstances that have changed and that may be important for the performance of the Agreement.
- The client is also obliged to make available to AMZ Consultancy BV in a timely manner in the manner desired by AMZ Consultancy BV, all documents and data that AMZ Consultancy BV reasonably needs in accordance with its opinion for the correct execution of the assignment. Any costs to obtain documents and data are at the expense of the Client.
- If the Client has provided incomplete and / or incorrect documents and data to AMZ Consultancy, AMZ Consultancy BV has the right to suspend the execution of the assignment until the moment the Client provides AMZ Consultancy with complete and / or correct documents and data or to dissolve the Agreement and to hold the Client liable for any damage resulting from this.
- An agreed term for the provision of Services by AMZ Consultancy BV is never regarded as a strict deadline, but only as a guideline, unless explicitly agreed otherwise in writing. An agreed term begins to run when the Client has provided all documents and data requested by AMZ Consultancy BV to AMZ Consultancy BV.
- The prices or rates are set in the quotation and / or the Agreement.
- If the Parties have agreed a fixed price in advance for the provision of certain Services and the provision of those Services forces additional work / performance that cannot reasonably be considered to fall under that fixed price, AMZ Consultancy BV will inform in advance about the financial consequences of this. AMZ Consultancy BV is entitled to suspend its performances until written agreement has been reached with the Client about the compensation for the additional work. AMZ Consultancy BV is entitled to charge additional work on the next invoice.
- If an assignment is canceled by the Client, the Client is obliged to pay in full for the part of the assignment already carried out. AMZ Consultancy BV will, if desired, make the already completed work available to the Client. If AMZ Consultancy BV has reserved time for the execution of the canceled assignment, AMZ Consultancy BV may charge the Client a fee of fifty (50) percent of the fee for the part of the assignment that has not been carried out.
- All prices or rates applied by AMZ Consultancy BV, as well as the prices or rates stated in offers, quotations, price lists, etc., are exclusive of twenty-one (21) percent VAT and other government levies.
- Agreed prices or rates apply, unless explicitly agreed otherwise in writing, for the duration of the calendar year in which they were agreed and can be adjusted annually.
- AMZ Consultancy BV is entitled to invoice periodically.
- Payment of invoices must be made within fourteen (14) days after the invoice date, in euros, by means of a deposit or transfer to a bank or giro account designated by AMZ Consultancy BV, without settlement or discount.
- The payment term of fourteen (14) days may be deviated from by Agreement if a package of Services is offered. In such a case, the invoice amount will be settled monthly by direct debit.
- If the Client fails to fulfill its payment obligations within the payment term, or if there is a reversal of the direct debit, the Client will be in default by operation of law and AMZ Consultancy BV will be entitled, without further notice of default being required, a default interest of 2 % per month commencing on the due date of the relevant invoice, or to be charged on the reversal date, without prejudice to the other statutory rights accruing to AMZ Consultancy BV. AMZ Consultancy BV is furthermore entitled to charge to the Client all extrajudicial costs that AMZ Consultancy BV has to incur in order to collect the amounts owed by the Client.
- Insofar as the Client disputes the indebtedness of (part of) the invoice amount, the Client must inform AMZ Consultancy BV of this in writing within ten (10) days after the invoice date, failing which the invoice will be considered undisputed. Objections to the amount of the invoices do not suspend the payment obligations.
- Payments made by the Client always serve to settle in the first place all interest and costs due, in the second place due and payable invoices that have been outstanding the longest.
- If, in the opinion of AMZ Consultancy BV, the financial position or payment behavior of the Client gives cause to do so, AMZ Consultancy BV is entitled to require the Client to immediately provide (additional) security in a form to be determined by AMZ Consultancy BV and / or or pay an advance. If the Client fails to provide the required security, AMZ Consultancy BV is entitled, without prejudice to other rights, to immediately suspend the further execution of the Agreement and all that the Client owes to AMZ Consultancy BV for whatever reason is immediately due and payable.
- 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 BV and the obligations of the Client towards AMZ Consultancy BV are immediately due and payable.
7. Liability and indemnity
- AMZ Consultancy BV has taken out liability insurance. In the event of damage, the relevant claim will be reported to its insurer and where there is cover, 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 BV does not pay out for whatever reason, the liability of AMZ Consultancy BV is limited to the fee charged for the relevant assignment with a maximum of € 30,000 per year.
- AMZ Consultancy BV is only liable towards the Client for direct damage. Direct damage within the meaning of these general terms and conditions is exclusively understood to mean:
- The reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to the damage within the meaning of these general terms and conditions;
- any reasonable costs incurred to have the defective performance of AMZ Consultancy BV conform to the Agreement, insofar as these can be attributed to AMZ Consultancy BV;
- the reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have resulted in limitation of direct damage as referred to in these general terms and conditions.
- Liability of AMZ Consultancy BV for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption is excluded at all times.
- AMZ Consultancy BV is under no circumstances liable for the consequences of inaccuracy in the information provided by or on behalf of the Client. AMZ Consultancy BV is also not liable for inaccuracies and incompleteness that have arisen in the transmission or transmission of data, communication failures, problems in reaching persons specified by the Client, (the consequences of) computer, telephone and fax failures, malfunctions or interruptions of a fixed line connection, wherever caused.
- If the Client provides AMZ Consultancy BV 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.
- AMZ Consultancy BV is never liable for a damaging 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 damaging event.
- AMZ Consultancy BV is not liable for damage if the Client has taken out insurance against such damage or could reasonably have taken out insurance. Client indemnifies AMZ Consultancy BV against claims from insurers and others in this regard.
- The Client indemnifies AMZ Consultancy BV against all claims from third parties related to or arising from the legal relationship existing between AMZ Consultancy BV and the Client.
8. Force majeure
- AMZ Consultancy BV is not obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that cannot be attributed to its fault, and neither by law, a legal act or generally accepted views. is at her expense.
- Force majeure is in any case understood to mean war, state of war, revolution, uprising, military or other seizure of power and looting in connection with these circumstances, epidemic, pandemic, strikes and other labor disputes elsewhere insofar as AMZ Consultancy BV is thereby included in its services. complicates squatters, seriously obstructing weather conditions, traffic disturbances, power outages and, more generally, any cause that cannot be attributed to AMZ Consultancy BV. The foregoing does not affect the obligation of AMZ Consultancy BV to try to prevent and avoid force majeure situations as much as possible.
- AMZ Consultancy BV 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 pay compensation to the other party.
- Insofar as AMZ Consultancy BV at the time of the commencement of force majeure has meanwhile partially fulfilled its obligations under the Agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled respectively has independent value, AMZ Consultancy BV is entitled to to invoice the fulfilled or to be fulfilled part separately.
9. Dissolution and cancellation
- AMZ Consultancy BV is authorized to dissolve or suspend the Agreement in whole or in part with immediate effect, without notice of default and without judicial intervention by means of a written notification, if, whether or not temporarily:
- it is granted payment, or enters into an agreement or arrangement with its creditors or any other circumstance as a result of which the Client loses free control over its assets;
- bankruptcy is filed with regard to the Client or it has been declared bankrupt;
- the Client’s business is liquidated or terminated;
- The Client does not, not timely or not properly fulfill its obligations under the Agreement and / or these general terms and conditions.
- AMZ Consultancy BV will never be obliged to pay any compensation due to dissolution in accordance with this provision.
- In principle, with regard to an Agreement with regard to the delivery of a package of Services, which is concluded for a period of one (1) year, a notice period of three (3) months applies. If and insofar as deviations are made, the deviations must have been explicitly agreed in writing by authorized persons.
10. Intellectual property
- AMZ Consultancy BV reserves all intellectual property rights with regard to products arising from the mind that it uses or has used and / or develops in the context of the implementation of the Agreement.
- If any right accrues to AMZ Consultancy BV pursuant to paragraph 1, the Client can only dispose of this within the framework of normal business operations. However, the Client may not transfer, pledge or otherwise encumber the intellectual property rights with a limited right.
- The Parties are not permitted to provide information that is or could be confidential in nature to third parties who are not involved in the Agreement or to use the information for a purpose other than that for which it was obtained. All Parties are bound by a duty of confidentiality with regard to such information. Information is considered confidential if this has been communicated by one of the Parties or if this arises from the nature of the information.
- The parties will not disclose any part of the information to third parties without the prior written consent of each other, except to the party’s accountants, the tax inspector and third parties who have the legitimate task or obligation to know the party’s business and in that respect case only to the extent that information is necessary for the performance of such task or obligation.
- The client will not disclose the content of reports, advice or other expressions, whether or not in writing, of AMZ Consultancy BV, which have not been drawn up or made with the intention of providing third parties with the information contained therein, unless AMZ Consultancy BV expressly has given written permission.
- The obligations under this article also remain in force after termination of the Agreement.
12. Applicable law and competent court
- Dutch law applies to all Agreements between AMZ Consultancy BV and the Client to which these general terms and conditions apply.
- All disputes between AMZ Consultancy BV and the Client that may arise and about which a solution cannot be reached in mutual consultation, will be submitted exclusively to the competent court in Amsterdam.
- The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.