Definitions
Mr. C.J. Hamerpagt, operating under the name Hamerpagt Consultancy, with its office located at Spaarne 70, (3904 NJ) Veenendaal, registered in the Trade Register of the Chamber of Commerce under number 77778901.
Order Confirmation: the written agreement between the Client and Hamerpagt Consultancy.
Client: any (legal) person who has entered into or intends to enter into an agreement with Hamerpagt Consultancy.
Agreement: any arrangement between the Client and Hamerpagt Consultancy for the performance of work by Hamerpagt Consultancy for the benefit of the Client, including the Order Confirmation.
Applicability
These terms and conditions form part of every agreement and its execution between Hamerpagt Consultancy and a Client, unless explicitly agreed otherwise in writing by Hamerpagt Consultancy.
The applicability of any (purchase) terms and conditions of the Client is expressly rejected.
If a Client enters into an agreement with Hamerpagt Consultancy to which these terms and conditions apply, the Client is deemed to have accepted the applicability of these terms and conditions for any subsequent agreements or assignments.
Deviations from these general terms and conditions are only valid if agreed upon in writing.
If any provision in the Order Confirmation deviates from these general terms and conditions, the provision in the Order Confirmation prevails.
Prices
The rates and prices used by Hamerpagt Consultancy are exclusive of VAT and any other government-imposed levies, unless stated otherwise.
Hamerpagt Consultancy is entitled to adjust the agreed rates (interim) at any time, even if a fixed price has been agreed upon. Hamerpagt Consultancy will generally index its rates at least once a year on January 1, in accordance with the New Service Price Index of the CBS.
Execution of the Agreement
Hamerpagt Consultancy determines how the assignment is executed. The applicability of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is excluded.
Hamerpagt Consultancy does not guarantee the achievement of any specific result unless explicitly and in writing agreed otherwise in the agreement. The obligation of Hamerpagt Consultancy is a best-effort obligation, unless a specific result has been agreed upon in the agreement.
Client Obligations
Both parties acknowledge that the proper execution of the agreement depends on timely and effective cooperation. The Client will provide, in a timely manner, all useful, necessary, and desired information and data required for the performance of the agreement, ensuring its accuracy and completeness.
At Hamerpagt Consultancy’s request, the Client will provide cooperation through competent personnel.
The Client will comply with all obligations, instructions, and restrictions communicated by Hamerpagt Consultancy, as laid down in these general terms, the agreement, and other communications (website, written notifications, etc.).
The Client is responsible for managing the personnel provided by Hamerpagt Consultancy.
Payment
Hamerpagt Consultancy will invoice its work monthly, unless otherwise agreed. Interim invoicing is also possible.
Payment must be made within 14 days of the invoice date in the manner specified by Hamerpagt Consultancy. The Client is not entitled to offset, deduct, or withhold payment on the basis of any (alleged) claims.
If a minimum periodic purchase is agreed, Hamerpagt Consultancy is entitled to charge the agreed minimum.
The Client is not entitled to suspend its payment obligations.
If the Client fails to pay on time, Hamerpagt Consultancy is entitled to recover judicial and extrajudicial collection costs from the Client, which will amount to at least 15% of the outstanding amount, with a minimum of €150.
In the event of liquidation, bankruptcy, attachment, or suspension of payments by the Client, all Hamerpagt Consultancy’s claims against the Client become immediately due and payable.
Term, Default, and Termination
Unless otherwise agreed, the agreement is for an indefinite period.
The agreement may only be terminated at the end of the term with a one-month notice period.
Hamerpagt Consultancy is entitled to suspend obligations or terminate the agreement with immediate effect if:
- the Client does not fulfill its obligations.
- there are valid reasons to believe that the Client will not fulfill its obligations.
- the Client fails to provide required security.
- the Client files for bankruptcy, is declared bankrupt, or requests suspension of payment.
Termination occurs via written notice without judicial intervention. Upon termination, all claims become immediately due, and Hamerpagt Consultancy is not liable for damages.
Complaints
The Client must submit complaints regarding services or invoices in writing within seven (7) days of receipt of the relevant document or discovery of the issue.
Failure to submit a complaint on time results in the Client’s loss of all rights and claims.
Liability
Hamerpagt Consultancy is not liable for indirect or immaterial damage, including loss of profit, business interruption, or other consequential damages, unless there is intent or gross negligence.
The Client indemnifies Hamerpagt Consultancy against third-party claims related to the agreement’s execution.
The liability of Hamerpagt Consultancy is limited to the invoice amount for the month in which the damage occurred.
Force Majeure
If Hamerpagt Consultancy cannot fulfill its obligations due to force majeure, including but not limited to war, riots, strikes, natural disasters, and IT failures, obligations are suspended without liability for damages.
If the force majeure lasts for 30 consecutive days, the Client may terminate the agreement in writing.
Privacy and Security
If the GDPR applies, the Client acts as the 'controller' and Hamerpagt Consultancy as the 'processor'.
Hamerpagt Consultancy ensures an adequate security level and only processes personal data according to the Client’s instructions.
Non-Solicitation Clause
The Client may not hire or solicit any personnel or contractors used by Hamerpagt Consultancy for 12 months after the end of the agreement.
Violation results in an immediate penalty of €20,000 plus €1,000 per day the violation continues.
Risk of Data Loss
Hamerpagt Consultancy exercises due care regarding the documents it receives from the Client but is not liable for data loss unless proven otherwise.
Confidentiality
Both parties are obliged to maintain confidentiality regarding all confidential information obtained from each other.
Hamerpagt Consultancy is allowed to disclose confidential information if legally required or to assert rights, including payment claims.
Final Provisions
Hamerpagt Consultancy may amend these terms and conditions, which take effect 30 days after written notice, unless the Client objects in writing.
If any provision in these terms is nullified, the remaining provisions remain in effect.
Dutch law applies to all agreements, and disputes will be settled by the District Court of Midden-Nederland, Utrecht location.