1.1 Contractor: Marieke Mills, registered at the Dutch Chamber of Commerce with the number 71260161. Represented by Marieke van Mil.
1.2 Client: the natural or legal person in whose assignment services are provided and/or work is carried out and/or goods are delivered.
1.3 Contract: the contract concluded between the Contractor and the Client regarding the provision of services and / or the execution of activities and / or the delivery of goods.
2.1 The Contract is accepted with the knowledge and acceptance of the terms and conditions in combination with the Contract of Assignment signed by the Contractor and the Client.
2.2 The terms and conditions apply to every quotation, offer and agreement between the Client and the Contractor, unless parties have explicitly departed from these.
3.1 All quotations and offers from Contractor are without obligation, regarding the mentioned price, delivery time and other parts of the sent offer.
3.2 Offers from the Contractor are provided based on the information provided by the Client. The Client warrants that he / she has provided the Contractor with all necessary information for starting, executing and completing the assignment on time and truthfully.
4.1 Amendments to the Agreement and / or general terms and conditions shall only come into effect if they have been agreed explicitly in writing between the Client and the Contractor, apart from that stated in Article 5.
5.1 The prices quoted by the Contractor are exclusive of VAT and any costs to be incurred in the context of the Agreement, such as travel expenses. These costs are for the account of the Client, unless explicitly agreed otherwise in writing.
5.2 If the Contractor agrees a fixed price with the Client, the agreed price shall apply, with due consideration of the remainder of these conditions. If no fixed price has been agreed, the amount to be paid by the Client will be determined by a subsequent calculation based on the hourly rates of the Contractor.
5.3 If after the date of conclusion of the Agreement one or more cost-determining factors are increased by a change in duties, taxes or the exchange rate, due to foreseeable or unforeseeable circumstances, the Contractor is entitled to increase the agreed price accordingly. In this case the Client is not entitled to dissolve the Agreement.
5.4 If the price increase as stated in Article 5.3 other than as a result of an amendment to the Agreement exceeds 10%, the Client shall be entitled to cancel the Agreement, provided this is done in writing within 14 days after receiving the adjusted price, unless: Contractor is still willing to execute the Agreement on the basis of the originally agreed, the price increase ensues from a power or an obligation on the Contractor under the law or if it is stipulated that the delivery will take place longer than three months after the Agreement.
5.5 A cancellation as stated in the previous paragraph does not entitle the Client to compensation for any damage. In the event that the Client cancels the Agreement, the Contractor is entitled to charge the Client the costs already incurred.
6.1 Payment of the Compensation and costs will take place after completion of the Assignment and within 15 (fifteen) days of the date of the Contractor’s invoice.
6.2 If this agreement takes such a form that it is established in tax or social insurance law that there is an employment contract, the Compensation shall be deemed to be the gross salary, including holiday allowance.
7.1 The Agreement shall be deemed to have been concluded from the day of signature by the Contractor or the day on which the written order confirmation is sent by the Contractor to the Client.
7.2 The Agreement is entered into for an indefinite period of time, unless it follows from the content, nature or purport of the Agreement that it has been entered into for a definite period.
7.3 With the exception of the terms of article 13 of the Agreement, interim termination of the Agreement is not possible.
8. The assignment
8.1 The Client offer an assignment to the Contractor, and the Contractor accepts the assignment from the Client to perform the work agreed in writing.
8.2 The Client may request the Contractor to carry out other work that has not been established prior to the Agreement. Only when the Contractor approves will these activities be applicable to the tasks of the Assignment.
8.3 Activities such as meetings, telephone contact, e-mail contact and other communication for the purpose of the Assignment, which have not been agreed in advance as part of the Assignment, will be invoiced on the basis of the hourly rate of the Contractor.
8.4 The Client is entitled to the Contractor’s time with regard to the activities referred to in Article 8.3 with a maximum of 2 (two) hours per working week. In the case of meetings, the Contractor must be informed at least 48 (forty-eight) hours in advance. Article 8.4 does not apply if the meeting time is a part of the previously agreed activities.
8.5 With due observance of the activities agreed in writing, the Contractor is free to design and execute the Assignment at its own discretion.
8.6 The Contractor is obliged to perform the Assignment personally.
9.1 With the except of what is required by law, the Parties are prohibited, without the prior written consent of the other Party, during the term of the Agreement and after termination thereof, to make any non-public information public or otherwise make available to third parties relating to any aspect of the other party and / or with regard to the subject of the Agreement. The previous sentence does not affect the possibility to provide certain non-public information relating to any aspect of the other Party in the context of the execution of the Agreement.
10. Company assets
10.1 Company assets, as well as all correspondence, notes, translation programs, drawings etc. relating to business matters of the Client, will be returned to the Client by the Contractor immediately upon termination of the Agreement.
11. Ownership of work
11.1 The ownership of the work created by virtue of the Assignment rests with the Client.
11.2 The Client will receive an exclusive right of use after full payment of the Fee and the costs incurred.
12.1 The Contractor will never be liable towards third parties for any damage that arises during the execution of the agreement to which these conditions apply.
12.2 The Client indemnifies the Contractor against any further liability and will, in its agreements with third parties, stipulate a corresponding indemnity for the Contractor where possible.
12.3 The Client indemnifies the Contractor in full in respect of claims for compensation from third parties, founded on infringement of intellectual property rights, by the use of designs, images, drawings, models, software, offers and the like, or caused by the application of working methods, which the Client has prescribed or provided the Contractor with for the execution of the agreement.
13.1 Each Party is entitled to terminate the Agreement with immediate effect if:
a. the other Party imputably fails to comply with (one of) the provisions of the Agreement and, in the event of a foreseeable infringement, this Party fails to ammend this within 20 (twenty) days of receipt of a written request from the other Party;
b. a Party is granted suspension of payment or a Party is declared bankrupt; and / or
c. a Party is transferred, assigns its rights and obligations under the Agreement or terminates its activities.
14.1 Dutch law applies to the Agreement.
14.2 All disputes that arise from or are related to the Agreement are initially exclusively settled by the District Court of The Hague, the Netherlands.