Jeasy terms and conditions
1.1 These General Terms and Conditions apply to all offers, quotations and contracts of Jeasy, follow-up agreements and new Agreements with the same Clients, as well as to any extra-contractual relationships with Clients (except for tort).
1.2 Deviations from the General Terms and Conditions are only valid if expressly accepted in writing by Jeasy.
1.3 These general terms and conditions also apply to agreements with the Contractor, for the execution of which the Contractor must involve third parties.
1.4 The applicability of other conditions of the Client is explicitly rejected.
The following terms are used in these General Terms and Conditions:
Contractor: the Jeasy consultant (Analytics / CRO Expert) appointed by the Client to provide services as an advisor or in a comparable function;
Client: the natural or legal person who has given an Assignment to the Contractor;
Agreement: the agreement between the Client and the Contractor in which the Assignment is made to the services to be performed and the conditions under which these services are performed;
Assignment: the work to be performed by the Contractor in the context of the Agreement, as described and agreed in the chosen plan;
Rates: the total of the rates agreed for the Assignment by the Client and the Contractor in the Agreement, including at least: the investment plan corresponding to the chosen plan;
1.6 If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, the explanation must take place according to the spirit of these provisions.
1.7 If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
2.1 All quotations and offers by Jeasy are without obligation, unless a deadline for acceptance has been set in the offer.
2.2 Offers and offers shall only be binding if they have been made in writing and accepted in writing by the Client.
2.3 The Contractor can not be held to its quotes or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
2.4 As long as a Jeasy offer has not resulted in an Assignment, the Contractor is free to accept assignments elsewhere.
2.5 The prices stated in a quote or offer are exclusive of VAT and other government levies. Travel costs are included. Any other costs incurred in the context of the agreement, such as software license costs are agreed in mutual consultation.
2.6 If the acceptance deviates from the offer included in the quotation or offer, the Contractor is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise.
3. Contract duration, execution and amendment of the Agreement
3.1 The Agreement between the Client and the Contractor is concluded for 6 months, unless the nature of the Agreement dictates otherwise or if the parties expressly agree otherwise in writing.
3.2 The Client and the Contractor can terminate the Agreement in writing with due observance of a notice period of 1 month after the first two months, without giving any reason for this. In the event of cancellation without observing this notice period.
3.3 The Assignment to the services to be performed and the conditions under which it is performed shall be recorded separately in an Agreement between the Client and the Contractor. The Agreement is concluded at the time that the Contract signed by the Client and the Contractor is received by the Contractor. The Contractor will carry out his activities within the context of the Assignment at his own discretion and ability.
3.4 The contractor has a best effort obligation, which means that he can not give any guarantees for the result to be achieved. The Contractor will make every effort to achieve the best possible result for the Client.
3.5 If a period has been agreed for the completion of certain work, this is never a strict deadline. In the event that a period is exceeded, the Client must therefore give the Contractor written notice of default. The Contractor must be offered a reasonable period in which to still execute the Agreement.
3.6. If the Contractor requires information from the Client for the performance of the Agreement, the execution period will continue, despite the waiting for the Client.
3.7 Changes to an Agreement or additions thereto are only valid insofar as agreed in writing between the Client and the Contractor.
3.8 If it becomes apparent during the execution of the Agreement that it is necessary for its proper implementation to change or supplement it, the parties shall proceed to adapt the Agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client is changed and the Agreement is thereby amended qualitatively and / or quantitatively, this may also have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. The Contractor will provide a price quote for this as much as possible. By an amendment to the Agreement, the originally stated term of execution can be changed. The Client accepts the possibility of amending the Agreement, including the change in price and term of execution.
3.9 If the Agreement is amended, including a supplement, the Contractor is entitled to perform this first after the Client has agreed to the price and other conditions specified for the performance, including the time to be determined at that time. will be given. The non-execution or non-immediate performance of the amended Agreement does not constitute a breach of contract by the Contractor and does not constitute grounds for the Client to terminate the Agreement either. Without being in default, the Contractor may refuse a request to amend the Agreement if this could have qualitative and / or quantitative consequences for the services to be provided.
3.10 Your Jeasy adviser is not available from time to time as a result of additional training and / or vacation without this substantially delaying the achievement of the growth target.
4. Suspension, dissolution and premature termination of the agreement
4.1 The contractor is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if:
· The Client does not, not fully or not timely fulfill the obligations under the Agreement;
· After the conclusion of the agreement, the Contractor learns of circumstances that give good grounds to fear that the Client will not fulfill the obligations;
· If the Client at the conclusion of the agreement has been requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient:
· Due to the delay on the part of the Client, the Contractor can no longer be expected to comply with the agreement under the originally agreed conditions.
4.2 The Contractor is furthermore entitled to terminate the Agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if circumstances arise otherwise that are of such a nature that unaltered maintenance of the agreement can not reasonably be assumed by the Contractor. taken.
4.3 If the agreement is dissolved, the Contractor’s claims against the Client will be immediately due and payable. If the Contractor suspends the fulfillment of the obligations, he will retain his rights under the law and agreement.
4.4 If the Contractor proceeds to suspension or dissolution, he shall in no way be obliged to pay compensation for damage and costs in any way whatsoever.
4.5 If the dissolution is attributable to the Client, the Contractor is entitled to compensation of the damage, including the costs, thereby arising directly and indirectly.
4.6 If the Client does not fulfill his obligations arising from the agreement and this non-fulfillment justifies dissolution, then the Contractor is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client, from due to breach of contract, compensation or compensation is required.
4.7 If the agreement is prematurely terminated by the Contractor, the Contractor will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work involves additional costs for the Contractor, these will be charged to the Client. The Client is obliged to pay these costs within the specified period unless the Contractor indicates otherwise.
4.8 In the event of liquidation, (application for) suspension of payments or bankruptcy, of seizure at the expense of the Client – insofar as this has not been remedied within three months – debt repayment, criminal conviction or other circumstance as a result of which the Client will no longer be free to his assets, the Contractor is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. The Contractor’s claims against the Client are immediately due and payable in that case.
4.9 If the Client cancels all or part of an order placed, the work that has been performed and the items prepared for this as well as the working hours reserved for the execution of the agreement will be fully charged to the Client.
4.10 A termination under this article does not affect the right of the Contractor to compensation for the damage suffered by him due to the termination or the underlying circumstances.
5. Payment terms
5.1 The Contractor will invoice the Client monthly at the beginning of the month on the basis of pre-invoicing.
5.2 Payment by the Client must take place within 14 days after the invoice date in a manner to be indicated by the Contractor and without discount or compensation unless expressly agreed otherwise in the Contract.
5.3 If the Client remains in default in the timely payment of an invoice, then the Client is legally in default. The Client then owes statutory commercial interest. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
5.4 The Contractor shall be entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest (trade) interest still due and finally to reduce the principal sum and the current interest.
5.5 The Contractor can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. The Contractor may refuse full payment of the principal sum if the vacant and accrued interest and collection costs are not also paid.
5.6 The Client is never entitled to a settlement of the amount owed by him to the Contractor.
5.7 Objections to the height of an invoice do not suspend the payment obligation of the Client. The Client who does not appeal to articles 6: 231 up to and including 6: 247 of the Dutch Civil Code is also not entitled to suspend the payment of an invoice for any other reason.
5.8 If the Client is in default or omission in the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining payment out of court on behalf of the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the Contractor has incurred higher costs for collection, which were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.
5.9 The Contractor is entitled at all times to demand additional security from the Client for all that which the Client will owe the Contractor at any time by virtue of the Agreement. Refusal or failure to do so gives the Client a ground of cancellation.
6.1 The Client and the Contractor ensure that at the conclusion of the Agreement, the parties have all relevant information relevant to them within the framework of the Assignment that can reasonably be of interest to them for entering into the Agreement.
7. Force majeure
7.1 The Contractor can not be held liable for any damage caused as a result of force majeure during the Assignment. Force majeure shall, in any event, be taken to mean any external cause, foreseen or unforeseen, on which the Contractor can not exert influence and as a result of which the Contractor is prevented from performing the obligations under the Assignment.
7.2 The Contractor reserves the right to suspend its obligations in the event of force majeure or, at its discretion, to terminate the Agreement in whole or in part, or to demand that the content of the Agreement be amended so that execution remains possible. Under no circumstances is the Contracted Party liable to pay any penalty or compensation to the Client in this matter.
7.3 The Client shall owe the full compensation for the Assignment as agreed in the Agreement to the Contractor immediately if the Client terminates the Agreement as a result of company closure or as a result of a change of the Client’s ownership structure or management structure. This clause also applies if the Contractor is no longer able to fulfill the obligations under the Assignment as a result of company closure or as a result of a change of the Client’s ownership structure or management structure.
8.1 If the Contractor is liable, then this liability is limited to what is stipulated in this provision.
8.2 The Contractor is not liable vis-à-vis the Client, its employees, and third parties for damage of any nature whatsoever, caused by acts performed within the formal circle of competence or otherwise related to the work for the Client, without prejudice to the liability for damage through intent or gross negligence.
8.3 The contractor is only liable for direct damage. Direct damage is exclusively understood to mean the reasonable costs, to determine the cause and the extent of the damage, insofar as the determination relates to damage, within the meaning of these conditions, any reasonable costs incurred under defective performance of the Contractor to the Agreement to be answered, in so far as these can be attributed to Contractor and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
8.4 The contractor is never liable for indirect damage, including consequential damage, lost profit, missed provisions, damage due to business stagnation, or damage due to damage to good name or image.
8.5 Insofar as liability is not excluded, this is limited to the amount that the Contractor has received from the Client in the framework of the Assignment. The Client is not entitled to set off any compensation due for damage with amounts that the Client owes the Contractor under the Agreement.
8.6 The right to claim damages expires six months after the claim becomes known.
9.1 The Client indemnifies the Contractor against any claims by third parties that suffer damage in connection with the performance of the Agreement and whose cause is attributable to others than the Contractor.
9.2 If the Contractor is held liable by third parties for that reason, then the Client is obliged to assist the Contractor both outside and in law and to do everything that may be expected of him in that case without delay. Should the Client fail to take adequate measures, then the Contractor is entitled, without notice of default, to proceed to this himself. All costs and damage on the part of the Contractor and third parties as a result thereof are fully for the account and risk of the Client.
- Carefulness and Secrecy
10.1 The Contractor will exercise the greatest possible care when using the information that came to its knowledge in the context of the Assignment.
10.2 The Contractor undertakes to observe strict confidentiality during and after the term of this Agreement of all that comes to his knowledge about or in connection with (the company of) the Client (and / or the affiliated companies), activities and relations from the Client and all information that he has in connection with the activities of the Client.
10.3 The Contractor and the Client are only entitled to publish the documents and data carriers supplied to each other in the context of the Assignment, if mutual written permission has been given for this. Case-studies can be made public and promoted without permission of the Client at all times.
11. Intellectual property
11.1 Intellectual property rights, such as (but not limited to) copyright, arising from the Assignment, accrue to the Contractor.
12. Other activities
12.1 The Contractor is free during the Contract or after completion thereof to perform work for others or to be involved in any way in activities of others than the Client, insofar as such activities do not directly harm the interests of the Client.
13. Other provisions
13.1 All rates, amounts, or financial percentages applied by the Contractor are exclusive of VAT and other government levies unless explicitly agreed otherwise in writing.
13.2 If any provision of these General Terms and Conditions is null and void or is nullified, the other provisions of these General Terms and Conditions will remain in full force. The parties are obliged to provide the situation as far as possible in accordance with the void or voided provision.
14. Applicable law and disputes
14.1 All legal relationships to which the Contractor is a party is exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship has domicile and/or principal place of business or registered office there. The Arnhem District Court has exclusive jurisdiction to hear disputes between parties unless legal provisions oppose this.
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