These terms and conditions are applicable to all quotations made by Flow Consultancy and to agreements concluded by Flow Consultancy with its clients.
Applicability of general terms and conditions used by the client is hereby expressly rejected.
Provisions which deviate from these general conditions can only be agreed upon in writing. This also applies to any deviating conditions used by the client. If Flow Consultancy has agreed in writing with the applicability of any deviating conditions, the present conditions remain in force for the rest, even if this is not explicitly stated. Client cannot derive any rights for future agreements with Flow Consultancy from any agreed deviations from these conditions.
Our order confirmation and agreement shall at least record:
Name of the client;
Nature and (minimum) duration of the assignment;
Name of the contractor (being the executive consultant/Interim Manager);
Description of the work to be performed by Flow Consultancy and the client;
Prices;
Terms of payment.
All offers are, unless explicitly agreed upon otherwise, without engagement. An agreement is only concluded by written agreement between Flow Consultancy and the client and, failing that, by Flow Consultancy commencing the actual execution of an agreement with the (tacit) consent of the client.
Upon written confirmation of an order by Flow Consultancy, the contents of the proposal and the invoice shall be the contents of the agreement, which is binding for both parties.
Amendment of an agreement can only be made in writing.
Insofar as changes agreed upon at the request of the client result in delays, these are for the account and risk of the client.
All prices quoted by Flow Consultancy are exclusive and should therefore be increased with, VAT and/or other taxes, charges or duties imposed on the services as such, unless Flow Consultancy and client have explicitly agreed otherwise.
Client owes Flow Consultancy a fee consisting of an amount included in the interim agreement and excluding VAT.
If a package price has been agreed upon with Client, the fee will be divided into the number of agreed upon months the interim will be working for Client. Flow Consultancy will invoice the agreed amount monthly for the work performed in the previous month.
If an hourly rate has been agreed, payment of the invoice amount - without the right to discount or set-off - should be made within fourteen days of the invoice date. If the payment term is exceeded, client owes Flow Consultancy the statutory commercial interest pursuant to article 6:119a Dutch Civil Code over the unpaid invoice amount. If client remains in default of payment after a reminder, Flow Consultancy will be entitled to pass on all costs of collection, both judicial and extrajudicial, consisting of an amount of 15% of the claimed principal sum, with a minimum amount of € 250,- to client. Flow Consultancy +31 (0)6 31 68 16 11 Herenmarkt 23 1013 AK Amsterdam.
The client is obliged to pay the invoiced amount to Flow Consultancy within 14 days after the invoice date.
If there is any act or omission by client which hinders Flow Consultancy in the (further) execution of its assignment, this will not affect the client's obligation to pay for the work already performed by Flow Consultancy.
If the client has not fulfilled his obligations on the due date, he will be immediately in default without notice of default being required. In that case, all obligations of the client towards Flow Consultancy pursuant to all agreements concluded between the client and Flow Consultancy will become immediately due and payable, regardless of whether Flow Consultancy has already invoiced in respect of payment obligations and the client will be liable for all losses suffered and to be suffered by Flow Consultancy.
】 Flow Consultancy is entitled to invoice on the basis of advance statements or to require additional security from Client.
In case of liquidation, bankruptcy or suspension of payment of client the obligations of client will be immediately due and payable.
Payments made by the client shall always first be applied to settle all costs owed, then to settle the interest due and thereafter to settle current interest and principal sums. If a payment can be deducted from several principal sums, the payment will first be deducted from the oldest principal sum (and so on).
Flow Consultancy is not liable for any loss of profit or loss whatsoever, which may be suffered by its client and/or third parties as a direct or indirect result of the advice given or services rendered by Flow Consultancy or delay and/or omission of advice or services.
The aforementioned under 1. only suffices as an exception if there is intent or gross negligence of Flow Consultancy, in which case the liability is limited to an amount equal to the amounts invoiced or to be invoiced to the client under the relevant agreement, excluding VAT.
If and insofar as the agreement referred to in the preceding paragraph results in (regular) invoices over a period of more than three months, Flow Consultancy will never owe the client more than the amounts, excluding VAT, invoiced to the client under the relevant agreement over the last three months preceding the failure of Flow Consultancy which resulted in the loss.
The liability of Flow Consultancy for damage as a result of mistakes made by a third party engaged by Flow Consultancy for the execution of an agreement is limited to the amount to which the third party indemnifies Flow Consultancy. Flow Consultancy is never liable for damage as a result of mistakes made by a third party hired by Client for the execution of the agreement.
Any liability of Flow Consultancy expires after one year from the moment the Client becomes aware of the occurrence of the damage and the person responsible for it.
Complaints, regardless whether they are related to deliveries or activities performed by Flow Consultancy or not, or related to invoices, should be made known by client in writing immediately but at the latest within fourteen days after client has become aware of the facts and circumstances which cause the complaint. Flow Consultancy will not be obliged to revise, add to, improve or redo the work to which a late complaint relates.
A complaint with regard to certain activities does not suspend the payment obligation of the other party with regard to those or other activities. The other party shall never be able to claim dissolution of an agreement on account of complaints or defects.
If Flow Consultancy is temporarily prevented from fulfilling its obligations due to circumstances which have arisen through no fault or risk of Flow Consultancy (including, but not limited to, the case that Flow Consultancy is not able to deliver by its own suppliers for whatever reason) after the conclusion of the agreement, Flow Consultancy is entitled to suspend the execution of the agreement for the duration of the prevention.
Interim termination of the assignment by the client is possible when:
The position to be filled/the performance of the assignment has ceased.
Should either party at any time fail to enforce performance of the contract, this shall not affect that party's right to still demand full performance. Failure by either party to take action against a failure to perform the contract shall not be deemed a waiver of the right to take action against any further failure, a waiver of the relevant provision or any other impairment of the rights under the contract.
Without prejudice to the other provisions in the general terms and conditions, the agreement can be dissolved by Flow Consultancy, without judicial intervention and without any notice of default being required, at the moment the client, who has not or not completely fulfilled the obligations resulting from the agreement, is declared bankrupt, applies for a provisional suspension of payment, is seized at his expense, is placed under guardianship or otherwise loses the power of disposition of his assets or part thereof, unless the guardian or administrator recognizes the obligations resulting from this agreement as a debt of the estate and provides security for payment thereof.
Due to the dissolution, mutually existing claims become immediately due and payable. The client is liable for all losses suffered and to be suffered by Flow Consultancy.
If the client does not, not timely or not properly fulfil the obligations which arise for him from any agreement referred to in these terms and conditions which has been concluded with Flow Consultancy, as well as in case of suspension of payments, closing down or liquidation of the client's company or his death, Flow Consultancy is entitled to dissolve the agreement in whole or in part (and to reclaim that which has been delivered by Flow Consultancy, insofar as not yet paid for) without judicial intervention and without notice of default being required and/or to claim payment of the executed part of the agreement and/or to demand advance payment for further delivery. In these cases, mutually existing claims become immediately due and payable. The client is liable for all damages suffered and to be suffered by Flow Consultancy.
Parties are obliged, both before and during the existence of the agreement, as well as after the agreement has ended for whatever reason, not to disclose to any third party in any way whatsoever, without the prior written consent of the party whose data it concerns, any data concerning the business matters of the other party, such in the broadest sense of the word, as well as data concerning the company and the clients or the existence, the nature and the contents of the (draft) agreement.
Without the consent of Flow Consultancy the parties are not allowed to keep data relating to Interim Managers, who have not been employed by Client, or to make them available for inspection to third parties, or to enter into contact with them.
If, as a result of one or more circumstances not attributable to this party, including the circumstances mentioned in paragraph 3, proper performance by either party is permanently impossible in whole or in part, the other party shall have the right to rescind the contract(s) with this party in whole or in a corresponding part, without being liable for compensation.
If the impossibility is temporary, the contract may be performed at a later time, unless performance at a later time is no longer of value to the other party, it being understood that the contract may in any case be dissolved by the other party if performance is impossible for a continuous period of six (6) months.
Circumstances which in any event shall not be for the account of either party are: government issued or to be issued regulations which prevent or limit the use of the goods delivered or to be delivered, shortage of raw and auxiliary materials for production of the goods, shortage of labor, strike, import, export and/or transit prohibition, transport problems, non-compliance with the obligations by Flow Consultancy's suppliers or transport companies, production breakdowns, natural and/or nuclear disasters and war and/or threat of war, terrorist actions and/or attacks, as well as all that falls under force majeure according to Dutch law.
Client may only use the trade names, logos, patents, copyrights, trademarks and/or any other intellectual property rights of Flow Consultancy in the context of the agreement entered into between them. The aforementioned IP rights remain property of Flow Consultancy or its licensors. Client is not allowed to publish or reproduce or otherwise use the aforementioned rights without the prior written consent of Flow Consultancy.
Client is prohibited from disclosing confidential information obtained from Flow Consultancy to third parties in any way, except to the extent required by applicable law.
Flow Consultancy processes the name and address data of the client in a customer database to be able to execute and manage the agreement with the client and to inform the client without any obligation, by sending information material, brochures etc. to keep the client informed about developments and services of Flow Consultancy which are interesting for the client.
Dutch law is applicable to all legal relations between Flow Consultancy and the customer.
All disputes arising from the aforementioned agreements as well as these general conditions shall be tried exclusively by the competent court in Amsterdam.
