General Terms and Conditions of Tomorrow’s Leadership
The following general terms and conditions apply to all instructions given to Tomorrow’s Leadership, having their registered office and place of business at Breda, Graaf Engelbertlaan 18, the Netherlands.
Article 1. Definitions
In these general terms and conditions, the following words have the following meanings:
- The client: the natural person or legal entity giving Tomorrow’s Leadership the instruction.
- Tomorrow’s Leadership the contractor
Article 2. Applicability of these terms and conditions
- These general terms and conditions apply to all services provided by to the client except where stipulations varying form the contents of these general terms and conditions have been explicitly agreed by the parties in writing.
- Tomorrow’s Leadership expressly rejects the applicability of any general terms and conditions of the client.
- The present terms and conditions also apply to agreements concluded with Tomorrow’s Leadership for the execution of which third parties must be engaged.
Article 3. Offers
- Offers made by Tomorrow’s Leadership will remain valid for a period of 30 days, unless stated otherwise. These offers are only binding on Tomorrow’s Leadership if their acceptance has been confirmed by the client in writing within 30 days.
- Fees and estimated costs stated in the offers referred to are exclusive of BTW (Dutch VAT), unless stated otherwise.
Article 4. Execution of the agreement
- Tomorrow’s Leadership will carry out the instruction to the best of its knowledge and ability, as well as in accordance with high standards.
- If and in so far as required for the proper execution of the agreement, Tomorrow’s Leadership has the right to have certain work performed by third parties.
- Tomorrow’s Leadership is not liable for any shortcomings on the part of third parties it has engaged and is authorized by the client to accept any limitations of third-party liability on the client’s behalf.
- The client must ensure that all information which Tomorrow’s Leadership indicates as being necessary or which the client should in all reasonableness understand to be necessary for the execution of the agreement is provided to Tomorrow’s Leadership in good time. If Tomorrow’s Leadership is not provided in time with the information required for the execution of the agreement, Tomorrow’s Leadership has the right to suspend the execution of the agreement or to charge the additional costs arising from the delay to the client according to the usual rates.
- Tomorrow’s Leadership is not liable for any damage or loss, of whatever nature, as a result of the use by Tomorrow’s Leadership of incorrect information provided by the client, unless it should have known that the information was incorrect or incomplete.
- If execution of the agreement in phases has been agreed, Tomorrow’s Leadership may suspend execution of the parts belonging to a next phase until the client has approved the results of the preceding phase in writing.
Article 5. Term of the contract; completion time
- The agreement is entered into an indefinite period of time, unless the parties explicitly agree otherwise in writing.
- If a terms for the completion pf specific work has been agreed within the term of the contracts, this may never be regarded as a strict deadline. If the completion time is exceeded, the client must declare Tomorrow’s Leadership to be in default in writing.
Article 6. Fee
- The fee is determined on the time spent on the instruction and the costs incurred or on a commission or on a fixed sum.
- Paragraphs 4 to 7 of this article also apply to offers and agreements in which a fixed fee or a commission scheme is offered or agreed.
- If a fixed amount or a commission scheme has not been agreed, the fee will be determined based on the actual time spent and the actual costs incurred in respect of the instruction. The fee will be calculated in accordance with the usual hourly rates of Tomorrow’s Leadership, applicable to the period in which the work is performed, unless a different hourly rate has been agreed.
- Tomorrow’s Leadership’s fee is exclusive of expenses incurred by Tomorrow’s Leadership and exclusive of expense claims submitted by third parties engaged by Tomorrow’s Leadership.
- All fees and rates are exclusive of turnover tax and other levies which may be or are imposed by government authorities.
- For instructions with a term exceeding two months, the fee and expenses payable will be charged on a regular basis.
- If, after conclusion of the agreement but prior to the completion of the instruction, rate- determining factors such as wages and prices are changed, Tomorrow’s Leadership will have the right to adjust the previously agreed rate accordingly.
Article 7. Payment
- Payment must be made within 14 days of the date of invoice in the manner specified by Tomorrow’s Leadership and in the same currency as that of the invoice.
- If a period of 14 days has passed since the date of invoice, the client will be in default; the client will from that moment owe interest of 1% a month on the amount due and payable, unless that statutory interest is higher, in which case the statutory interest will apply.
- If the client is in the process of being wound up, is in a state of liquidation or has been granted a moratorium, the debts owed to Tomorrow’s Leadership and the obligations of the clients towards Tomorrow’s Leadership will immediately by due and payable.
- Payments made by the client will always first be applied to settle all interest and expenses payable and subsequently to settle those invoice amounts due and payable which have been outstanding for the longest period, even though the client has stated the payment related to an invoice of a later date.
Article 8. Collection charges
- If the client is in default or fails to fulfill one or more of its obligations, all reasonable costs to obtain an out-of –court settlement will be borne by the client.
- If Tomorrow’s Leadership proves that it has incurred higher costs which were reasonably necessary, these will also qualify for reimbursement.
Article 9. Confidentiality
Tomorrow’s Leadership and the client are obliged to preserve the confidentiality of all confidential information they have obtained from each other or from another source in connection with their agreement. Information is deemed to be confidential of the other party has announced this or if this follows from the nature of the information.
Article 10. Intellectual property
- Without prejudice to the provisions of Article 9 of these terms and conditions, Tomorrow’s Leadership reserves the right and powers to which it is entitled under the Copyright Act (Auteurswet).
- All documents provided by Tomorrow’s Leadership, such as reports, advice, designs, sketches, drawings, software, etc. are solely indented for use by the client without Tomorrow’s Leadership’s prior consent.
- Tomorrow’s Leadership also reserves the right to use the know-how, increased by execution of the work for other purposes, in so far as this does not involve disclosing any confidential information to third parties.
Article 11. Failure to perform; complaint period
- Complaints regarding work performed must be reported to Tomorrow’s Leadership by the client in writing within 8 days of discovery but at the latest within 14 days of completion of the work concerned.
- If a complaint is justified, Tomorrow’s Leadership will still perform the work as agreed, unless this has by then become demonstrably pointless for the client, which must be made known by the client in writing.
- If it is no longer possible or worthwhile to render the agreed service, Tomorrow’s Leadership may only be held liable within the limits set by Article 12.
Article 12. Liability
- Liability of Tomorrow’s Leadership is limited to the combined value of the instructions given in any one calendar year, if and in so far as this is covered its liability insurance.
- Tomorrow’s Leadership in never liable for consequential loss.
- The client indemnifies Tomorrow’s Leadership against all claims by third parties, including reasonable costs of legal assistance which are in any way connected with the work performed for the client, unless this is the result of gross negligence of willful misconduct on the part of Tomorrow’s Leadership.
Article 13. Force majeure
- In the terms and conditions, ‘force majeure’ is understood to mean that which is stated in this respect on the law and in case law as well as all external causes, whether foreseen or otherwise, on which Tomorrow’s Leadership cannot exert any influence but as a result of which Tomorrow’s Leadership is unable to fulfill its obligations. This includes strikes in Tomorrow’s Leadership’s company.
- Tomorrow’s Leadership also has the right to invoke force majeure if the circumstances preventing further performance occurs after Tomorrow’s Leadership should have fulfilled its obligation.
- During a circumstance of force majeure, the obligations of Tomorrow’s Leadership will be suspended. If, as a result of force majeure, Tomorrow’s Leadership is unable to fulfill its obligations for a period exceeding two months, both parties will have the right to terminate the agreement without any obligation to pay compensation.
- If, when a circumstance of force majeure arises, Tomorrow’s Leadership has already partially performed its obligation or is only to perform its obligations partially, it will be entitled to invoice separately the part already performed or which it is able to perform and the client will be obliged to pay this invoice as if it concerned a separate contract. This does not apply, however, if the part already performed or which can be performed does not have any independent value.
Article 14. Amendment of the agreement
- If it appears during execution of the agreement that proper execution requires changes or additions to the work to be performed, the parties will amend the agreement accordingly in good time and in consultation.
- If the parties agree that the agreement is to be amended or supplemented, this may affect the completion date. Tomorrow’s Leadership will notify the client of this as soon as possible.
- If the amendments or additions to the agreement have financial consequences or affect the quality of the work, Tomorrow’s Leadership will notify the client beforehand.
- If a fixed fee has been agreed, Tomorrow’s Leadership will state to what extent the amendment or addition to the agreement will result in this fee being exceeded.
- Contrary to the provisions of paragraph 3, Tomorrow’s Leadership will not be able to charge additional costs of the amendment or addition is the result of circumstances attributable to Tomorrow’s Leadership.
Article 15. Notice of termination
The client and Tomorrow’s Leadership may terminate the agreement in writing at any time.
Article 16. Termination of the agreement
- Debts payable by the client to Tomorrow’s Leadership are immediately due and payable in the following cases:
– if, after conclusion of the agreement, circumstances which have become known to Tomorrow’s Leadership give Tomorrow’s Leadership valid grounds for assuming that the client will not fulfill its obligations;
– If Tomorrow’s Leadership requested the client on conclusion of the agreement to provide security for the fulfillment and this security has not been provided or is insufficient.
- In the cases referred to in paragraph 1, Tomorrow’s Leadership will have the right to suspend further execution of the agreement or to terminate the agreement, without prejudice to the right of Tomorrow’s Leadership to claim compensation.
Article 17. Use of the Internet.
During execution of the instruction, the client and Tomorrow’s Leadership may communicate by electronic mail. Both the client and Tomorrow’s Leadership recognize that there are risks attached to the use of electronic mail, such as – but not limited to – distortion, delays and viruses.
The client and Tomorrow’s Leadership hereby lay down that they are not liable towards each other for any damage or loss, which may arise for either of them due to the use of electronic mail. Both the client and Tomorrow’s Leadership will do or refrain form doing everything that may reasonably be expected of them in order to prevent the aforementioned risks form occurring. In the event of doubt regarding the correctness of e-mail received by the client or by Tomorrow’s Leadership, the contents of the e-mail send by the sender will be decisive.
Article 18. Applicability
All stipulations of these terms and conditions have also been laid down for the benefit of the directors and employees of Tomorrow’s Leadership.
Article 19. Settlement of disputes
The court in the place where Tomorrow’s Leadership has its registered office has exclusive jurisdiction to hear any disputes, unless the Sub district Court has jurisdiction. Nevertheless, Tomorrow’s Leadership has the right to summon the other party to appear before the court which has jurisdiction according to the law.
Article 20. Applicable law
All agreements between the client and Tomorrow’s Leadership are governed by the laws of the Netherlands.
Article 21. Amendment and location of the terms and conditions
These terms and conditions are files at the office of the Commercial Register in Breda. The most recently files version will always apply, or the version applicable at the time the present
when the agreement was formed.