General Terms and Conditions TWI company
In these general terms and conditions, the following terms are defined as set out below, unless explicitly stated otherwise:
TWI COMPANY: the contractor TWI COMPANY, with its registered office in Emmeloord, registered with the Chamber of Commerce in Flevoland under file reference number 24348682
Assignment: the written description of activities that the contractor will perform on behalf of the client to solve his need for interim management and/or advice.
Client: the natural or legal person with whom TWI COMPANY concludes an agreement to perform an interim or consultancy assignment
- Applicability of the terms and conditions
- These terms and conditions apply to all offers, activities, quotations and agreements between TWI COMPANY and a client, insofar as not been deviated from in writing. The applicability of any general terms and conditions of the client is explicitly excluded.
- These general terms and conditions also apply to all agreements with TWI COMPANY, the execution of which requires the engagement of a third party.
- The quotations prepared by TWI COMPANY are without obligation and valid 14 for days from the issue date, unless the quotation states a different term for acceptance.
- The prices listed in the aforesaid quotations are in Euros and exclusive of VAT, unless stated otherwise.
- The quotations prepared by TWI COMPANY are based on the information provided by the client. The client guarantees to have provided to the best of his knowledge all information essential for the execution of the assignment.
An agreement between TWI COMPANY and a client is concluded if and after TWI COMPANY has accepted or confirmed the client’s assignment in writing. Supplements or changes to the agreement can only be made in writing.
- Execution of the agreement
- TWI COMPANY will perform the services to be provided to the best of its knowledge and ability and in accordance with high standards. The execution of an agreement will have the character of a “best-efforts obligation”, since there is no guarantee the intended result can be achieved.
- In order for the execution of the assignment to proceed as orderly as possible, the client must provide in a timely manner all documents and information that TWI COMPANY deems necessary. This also applies to the assignment of employees from the client’s own organisation, who are (or will be) involved in the activities of TWI COMPANY. If TWI COMPANY so requests, the client will, at his site, provide TWI COMPANY with its own workspace and telephone connection and, if so desired, a data network connection with a PC and any secretarial support, free of charge.
- If the client or TWI COMPANY involves or engages third parties in the execution of the assignment, this will be subject to mutual agreement.
- Changes to the agreement
The client accepts the fact that the time schedule of the assignment can be affected if the parties agree in the interim to expand or change the approach, method or scope of the assignment and/or the work arising from it.
If the interim change to the assignment or the execution thereof is caused through actions of the client, TWI COMPANY will introduce the necessary adjustments if the quality of the service so requires. If such an adjustment results in contract extras, this will be confirmed to the client as an additional assignment.
- Contract term
- Every agreement between TWI COMPANY and the client is entered into for a fixed period of time, to be explicitly agreed on by the parties in writing.
- Apart from the efforts by TWI COMPANY, the duration of the assignment can be affected by external circumstances, such as the quality of the information obtained by TWI COMPANY and the assistance rendered. TWI COMPANY cannot therefore give an exact prior indication as to how long the assignment will take to complete.
- Dissolution of the agreement
- The parties can unilaterally terminate the agreement prematurely, if either one of them believes the assignment can no longer be executed in accordance with the confirmed quotation and any subsequent, additional assignment specifications. The other party must be notified thereof in writing, supported with reasons.
- If the client has proceeded to effect premature termination, TWI COMPANY, due to the arisen and demonstrable loss resulting from lower capacity utilisation, is entitled to compensation, using the average monthly invoice amount as a starting point.
- TWI COMPANY can only exercise its authority to terminate prematurely if the assignment cannot reasonably be completed as a result of facts and circumstances beyond its control or which cannot be attributed to TWI COMPANY. In that case, TWI COMPANY retains its entitlement of payment of invoices for work carried out to date, with the preliminary results of work carried out up to that point being made available to the client subject to approval. Any additional costs incurred will be charged accordingly.
- If the client is declared bankrupt, applies for a moratorium or ceases operations, TWI COMPANY has the right to terminate the assignment without observing a notice period. In these cases, each claim of TWI COMPANY against the client will be immediately and due and payable.
- Fees, reimbursements and terms of payment
- The quotation states whether the rates and the cost estimates based on these rates include, travel time, travel and accommodation expenses and other costs related to the assignment. Insofar as these costs are not included, they can be calculated separately.
- The fee is calculated in accordance with the agreed hourly rate or the rate per day or part of a day, failing which it is calculated in accordance with the customary hourly rates of TWI COMPANY that apply to the period during which the work is carried out. TWI COMPANY will not charge the client for more than two half days of four hours for a working day, unless otherwise agreed by the client and TWI COMPANY.
- The fee and any reimbursements are exclusive of VAT and will be charged periodically in the event of an assignment term of more than four weeks.
- Payment must be made within 30 days of the invoice date.
- If the client fails to pay within the term of 21 days, he will be in default by operation of law. The client must pay TWI COMPANY the costs, both in and out of court, relating to the collection of all monies owed by the client to TWI COMPANY. In any case, 5% monthly interest will be charged on the amount owed by the client from the date on which the client is in default.
- If payment is not forthcoming, TWI COMPANY can suspend the execution of the assignment by invoking exception of non-performance.
TWI COMPANY is obliged to observe secrecy towards third parties with regard to all confidential information and data from the client. Within the framework of the assignment, TWI COMPANY will take all possible precautions to protect the interests of the client. Without TWI COMPANY’s permission, the client will refrain from making any announcements to third parties about TWI COMPANY’s approach and its working methods, etc. Information is considered confidential if the client has communicated its confidential nature or if such confidentiality ensues from the nature of the information.
- Intellectual property
- Models, techniques, tools, including software, used for the execution of the assignment and which are included in reports, are and remain the property of TWI COMPANY. Publication is therefore subject to approval from TWI COMPANY. The client does, of course, have the right to reproduce documents for use within his organisation.
- TWI COMPANY further reserves the right to use any increased knowledge as a result of the execution of the work for other purposes, insofar as this does not cause any confidential information to be disclosed to other parties.
- If TWI COMPANY imputably fails in the execution of the agreement, TWI COMPANY will only be liable to compensate damage or loss as a direct result of the failure to perform. Any other form of compensation for consequential and indirect loss, losses as a result of lost profits or losses due to delays is excluded.
- The liability of TWI COMPANY will at all times be limited to an amount corresponding to 100% of the invoice amount. In derogation thereof, liability for an assignment that exceeds a term of four weeks will further be limited to the part of the fee payable for the last four weeks.
- Any liability on the part of TWI COMPANY ceases to apply in the event of force majeure.
- Force majeure
- The parties will not be obliged to fulfil any obligation should they be prevented from doing so due to a circumstance not attributable to any wrongful act on their part, nor chargeable to them in accordance with the law, any juristic act or generally accepted practice.
- In these general terms and conditions, force majeure, in addition to the explanations in existing (case) law, is taken to mean all external causes beyond the control of TWI COMPANY, whether or not anticipated,
as a result of which TWI COMPANY is unable to fulfil its obligations.
- Applicable law
- All agreements entered into by TWI COMPANY with the client are governed by Dutch law only.
- Any dispute between the parties about the agreement they have concluded will be exclusively submitted to the appropriate competent Dutch court in Flevoland.