Article 1 – Definitions
In these general terms and conditions, the following definitions apply:
Humanfigure:
The private limited company Humanfigure Consulting B.V., having its registered office in Noordwijk and its place of business at De Hooge Krocht 123, 2201 TS Noordwijk, the Netherlands.
Client:
The natural person or legal entity that enters into an agreement with Humanfigure or to whom Humanfigure has issued a quotation.
Agreement:
The contract for services as referred to in Article 7:400 of the Dutch Civil Code, including any amendments or additions thereto.
Article 2 – Applicability
2.1
These general terms and conditions apply to all quotations, work, legal relationships and agreements in which Humanfigure acts as a service provider, unless expressly agreed otherwise in writing.
2.2
The applicability of any general (purchasing) terms and conditions of the client is expressly rejected.
2.3
Deviations from these general terms and conditions are only binding if and to the extent that they have been confirmed in writing by Humanfigure.
2.4
If one or more provisions in these general terms and conditions prove to be void or are annulled, the remaining provisions will remain in full force. In that case, the parties will agree on a replacement provision by mutual consultation that corresponds as closely as possible to the purpose and intent of the invalid provision.
Article 3 – Quotations and formation
3.1
All quotations issued by Humanfigure are without obligation and valid for thirty (30) days, unless stated otherwise in writing.
3.2
An agreement is only formed after written acceptance by the client and written confirmation thereof by Humanfigure.
3.3
Obvious mistakes or errors in quotations do not bind Humanfigure.
3.4
Quotations apply only to the assignment named therein and cannot give rise to any rights for future assignments.
Article 4 – Performance of the agreement
4.1
Humanfigure will perform the agreement to the best of its insight and ability, observing the requirements that may be set for a professionally acting service provider.
4.2
Humanfigure’s obligations expressly qualify as an obligation of effort (best-efforts obligation); Humanfigure does not guarantee the achievement of any particular result.
4.3
Humanfigure is entitled to engage third parties in the performance of the agreement.
4.4
The client ensures that all data and documents that Humanfigure indicates are necessary are made available in good time, completely and correctly.
4.5
If performance is delayed by circumstances attributable to the client, Humanfigure is entitled to suspend performance and to charge the resulting costs.
4.6
Humanfigure is not liable for damage of any kind arising because it relied on incorrect or incomplete information provided by the client.
Article 5 – Changes and additional work
5.1
Changes to or additions to the agreement are only valid if they have been agreed in writing by the parties.
5.2
If a change leads to additional work, Humanfigure is entitled to charge this separately at the applicable rates.
5.3
Deadlines and schedules may be adjusted as a result of changes and are never strict deadlines.
Article 6 – Duration and termination
6.1
The agreement commences on the date of written confirmation by Humanfigure.
6.2
The agreement ends as soon as the agreed work has been carried out and the final invoice has been sent.
6.3
Objections to the final settlement must be made known in writing within thirty (30) days of the invoice date, failing which it will be regarded as final.
Article 7 – Fee and rates
7.1
The fee is determined on the basis of a fixed price or on a time-and-materials basis at an hourly rate, as stated in the agreement.
7.2
All amounts are exclusive of VAT and other government levies.
7.3
Humanfigure is entitled to adjust rates in the event of an increase in cost factors or a substantial change in the scope of the assignment, subject to prior notice.
Article 8 – Payment
8.1
Invoices must be paid within fourteen (14) days of the invoice date.
8.2
In the event of late payment, the client is in default by operation of law and the statutory commercial interest is due.
8.3
Humanfigure is entitled to suspend its obligations for as long as the client is in default.
Article 9 – Collection costs
9.1
All extrajudicial collection costs are borne by the client in accordance with Article 6:96 of the Dutch Civil Code and the applicable statutory scale.
9.2
Any judicial and enforcement costs are also borne entirely by the client.
Article 10 – Complaints
10.1
Complaints about the work performed must be reported in writing no later than fourteen (14) days after discovery.
10.2
The submission of a complaint does not suspend the client’s payment obligations.
10.3
In the event of a justified complaint, Humanfigure is only obliged to remedy the defect, insofar as remedy is possible.
Article 11 – Cancellation
11.1
The agreement may be cancelled in writing by either party.
11.2
In the event of interim cancellation by the client, the client is obliged to compensate for work already performed as well as reasonable costs for loss of occupancy, unless the cancellation is the result of an attributable shortcoming on the part of Humanfigure.
Article 12 – Suspension and dissolution
Humanfigure is authorised to suspend or dissolve the agreement with immediate effect if the client:
- falls short in the fulfilment of its obligations;
- is in a state of bankruptcy, applies for suspension of payment or ceases its business;
- otherwise creates circumstances as a result of which fulfilment can no longer reasonably be required of Humanfigure.
Article 13 – Liability
13.1
Humanfigure’s liability is limited to direct damage.
13.2
The extent of the liability is in all cases limited to the amount paid out by the liability insurer, increased by the applicable deductible (own risk).
13.3
If no insurance payment is made, liability is limited to a maximum of the amount invoiced for the relevant assignment.
13.4
Liability for indirect damage, including consequential damage, lost profit, missed savings and business stagnation, is excluded.
13.5
The limitations included in this article do not apply in the event of intent or deliberate recklessness on the part of Humanfigure.
Article 14 – Force majeure
14.1
Force majeure is understood to mean any shortcoming that cannot be attributed to the parties.
14.2
In the event of force majeure, the obligations are suspended for the duration of the force majeure situation.
14.3
If the force majeure continues for longer than two (2) months, the parties are entitled to terminate the agreement without any obligation to pay damages.
Article 15 – Confidentiality
The parties are obliged to maintain strict confidentiality of all confidential information of which they become aware in the context of the agreement, both during and after termination of the agreement.
Article 16 – Intellectual property
16.1
All intellectual property rights to the works developed by Humanfigure rest exclusively with Humanfigure.
16.2
The client obtains only a non-exclusive and non-transferable right of use for internal purposes.
Article 17 – Personal data
17.1
The parties process personal data in accordance with the General Data Protection Regulation (GDPR).
17.2
If Humanfigure processes personal data on behalf of the client, a separate data processing agreement will be concluded.
Article 18 – Non-recruitment of personnel
The client is prohibited, during the term of the agreement and for one (1) year after its termination, from directly or indirectly employing employees or hired third parties of Humanfigure without prior written consent.
Article 19 – Applicable law and forum
19.1
Dutch law applies to all legal relationships between Humanfigure and the client.
19.2
Disputes will be submitted exclusively to the competent court in the district in which Humanfigure has its registered office.
Article 20 – Provision of the general terms and conditions
20.1
The most recent version of the general terms and conditions is available via Humanfigure’s website: www.humanfigure.com.
20.2
The general terms and conditions are provided to the client before or upon conclusion of the agreement and are available free of charge on request
20.3
In the event of a conflict between verbal agreements and these general terms and conditions, the provisions of these general terms and conditions prevail, unless agreed otherwise in writing.