General Terms & Conditions

General Terms & Conditions

 

AB Consult is a network of independent members offering professional services independently under the trade name “AB Consult”.  Each member is a separate legal entity and/or contractor and will act independently. An update of the members' list of AB Consult will be provided upon request.  

 

To date, ABS Consulting B.V. is a member of AB Consult

 

The General Terms & Conditions can be viewed at www.abconsult.nu

 

1 DEFINITIONS

The definitions apply to these General Terms and Conditions are:

1.1 Client: the party providing  the assignment.


1.2 Service provider: a member of AB consult.


1.3 Agreement: the agreement under which the Service Provider agrees to carry out work for the Client.

 

2 THE AGREEMENT

2.1 The General Terms and Conditions apply to all agreements for services concluded between Client and the Service Provider.

2.2 The agreement is subject to the applicable professional standards applied to Service provider (i.e.  the rules of the NOB and/or FB). Client declares to accept the obligations derived from the professional standards applicable to Service provider, third parties and its staff.

2.3 An agreement of professional services is concluded between Client and Service Provider as such and not with the individuals and/or employees of  the Service Provider.

2.4 The agreement supersedes and replaces any previous proposals, correspondence, agreements or other communications, whether orally or in writing.

2.5 The agreement is concluded for an indefinite period unless the Engagement Letter stipules that the agreement is signed for a definite period.

2.6 The work to be carried out under the agreement may (partly) be subcontracted to third parties engaged by Service provider. 

 

3 LIABILITY

3.1 In case the performance of the Service Provider leads to a claim for liability for a specific assignment, the liability of Service Provider is limited to the fee as received by the Service provider for that specific assignment.

3.2 Client must submit any claims for liability towards the Service Provider in writing and with provision of reasons within six months from the date on which the case that triggers the liability claim was ended.

3.3 The professional services provided to or on behalf of the Client are solely for the use and interest of the Client. Third parties cannot held Service provider liable for any claims in relation to the services provided by Service provider to or on behalf of Client.

 

 

4 RESPONSIBILITIES OF THE CLIENT

4.1 Client is responsible to provide any information necessary to Service provider to carry out its assignment. Client is responsible for the accuracy, completeness and timely delivery of the information to service provider, even if such information is issued by third parties.

4.2 Client is responsible to assign qualified resources/staff to enable the service provider to perform its services and to oversee the services as performed by Service provider.

4.3 Client will provide cooperation in respect of provision of any information as deemed necessary under the identification procedure as required under governmental regulations such as the Wwft Act (the Act on the prevention of the use of financial systems for the purpose of money laundering and terrorist financing) before Service provider is allowed to start its services.

4.4 Client is responsible to provide suitable work space as required under the Working Conditions Act (Arbo-wet) to Service provider and its third parties subcontractors, including their staff  in case they are required to work at Client's premises to carry out the assignment.   

 

 

5 CONFIDENTIALITY

5.1 The Service provider and its staff will not disclose any confidential information received from the Client or on behalf of the Client in respect of the assignment to third parties, except where the Client has given prior written approval and/or where  a statutory provision, regulation or other professional obligation is required for the information to be disclosed.

5.2 The Client and its staff will not disclose to third parties the contents of reports, opinions, verbal and written advises/statements from the Service provider, except where the Service provider has given prior written approval and/or where a statutory provision, regulation or other professional obligation is required for the information to be disclosed.

5.3 The Service provider and the Client will impose their obligations under this Article on any of its outside (sub)contractors.

5.4 The Service provider has the right to refer its clients and potential clients in general terms to the activities performed, provided that this only serves as a description of the Service provider’s experience.

 

6 THIRD PARTIES

6.1 The Service provider may outsource (part of) the assignment to third parties. Where reasonably required, Service provider will consult with Client before engaging third parties. Service provider cannot be hold responsible for the manner by which third parties perform their activities. Service provider cannot accept any liability for any shortcomings on the activities of the third parties, except in the case of deliberate intent or gross negligence by the Service provider.

6.2 In case third parties wish to limit their liability towards the Service provider for the activities carried out under the assignment with the Client of Service provider, Service provider is allowed to accept such liability limitation after consultation with the Client. in this latter case, the limitation of liability of third parties to Service provider also applies to Client.

 

7 INDEMNITY

7.1 Client will indemnify Service provider against all claims by third parties alleging that they have suffered loss and/or damages directly or indirectly resulted from the services provided by Service provider to or on behalf of Client.

 

8 FEE

8.1 Client will pay Service provider for the fees and specific expenses in relation to the assignment as agreed in the agreement. All fees are exclusive of taxes and/or governmental levies. Any applicable taxes and governmental levies will also be paid by Client to Service provider.

8.2 Additional fees may also be charged to Client if Client requests Service provider to perform additional activities and/or if Client's omission(s) lead to additional time spent by Service provider to carry out the engagement.

8.3 The fee charged by Service provider is exclusive of out-of-pocket expenses.

8.4 Client is required to pay the fee charged without any deduction, discount or debt settlement no later than 15 days from the invoice date.

8.5 Objections against the part of the invoice should be submitted by the client within 15 days from the invoice date, stating the reasons of objections. Client shall pay the non disputed part of the invoice within 15 days from the invoice date.

8.6 Service provider is allowed to charge any collection fees incurred to Client in case the invoice remained unpaid after 60 days from the invoice date.

 

9 TERMINATION

9.1 The Client and the Service provider have the right to terminate the engagement in writing at any time with a reasonable notice period of at least 30 days.

9.2 Either party may terminate the engagement if the opposite party fails to pay its debts.

9.3 If the Client decides to terminate the Contract, Client shall pay to Service provider for the  (preparatory) work already performed, including the expenses.

 

10 APPLICABLE LAW

10.1 All agreements between the Client and the Service provider is subject to the law of the Netherlands.

10.2 All disputes between the Client and the Service provider in relation to this agreement will be handled exclusively by the competent District Court of the Service provider's place of establishment.

 

Leiden, The Netherlands

1 July-2012

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