0.1. General Conditions for the execution of the Organization consultancy tasks by SQ Consult.
The following terms are defined in these general conditions as indicated below:
1.1. Task: an agreement for a task in the sense of Article 7:400 et seq. of the Dutch Civil Code, in which one party, SQ Consult (the party carrying out the task), undertakes to the other party, the client, to carry out consultancy activities for the organization of the client (or have them carried out). The agreement is laid down in writing and contains (inter alia) a description of the activities to be carried out.
1.2. Advisory task for the organization: the task to provide a contribution to determining, analysing and solving questions of management, policy, strategy, organization and operation for a client, which arise in and/or with regard to an organization and/or between organizations.
1.3. Client: the natural person or legal person who has concluded an agreement as the other party with SQ Consult to carry out a consultancy task (or have it carried out).
1.4. Party carrying out the task: SQ Consult who has concluded an agreement with the client to carry out a consultancy task for an organization as referred to in 1.2 (or to have it carried out).
1.5. Executor of the task: the natural person or legal person who is charged with carrying out the task on behalf of SQ Consult.
1.6. Parties: the client and SQ Consult.
2.1. All the tasks are exclusively accepted and carried out by SQ Consult setting aside Articles 7:404 and 7:407, paragraph 2 of the Dutch Civil Code.
2.2. All the clauses in these general conditions have also been made on behalf of all those who are employed by SQ Consult or are contracted by SQ Consult to carry out (part of ) the task on its behalf.
2.3. All the activities, which are carried out by the executors of the task in the context of a task are deemed to be activities by or on behalf of SQ Consult.
3. Applicability of these conditions
3.1. All the clauses in these general conditions apply to all the offers, activities, tenders made by SQ Consult to all the agreements for consultancy tasks for organization, related to carrying out activities for the client, including all the agreements arising from this or related to this, between SQ Consult and the client or their legal successors respectively.
3.2. It is possible to deviate from these general conditions only on the basis of an agreement in writing.
3.3. If any clause in these general conditions or in the agreement is null and void, the remainder of the agreement continues to apply and the clause concerned will be replaced on the basis of consultation and documented in writing between the parties by a clause, which is as similar as possible to the scope of the original clause.
4. Starting points
4.1. SQ Consult is responsible for the integrity of its activities, must act with expertise in relation to the task and the client, must guarantee its professional and client-related independence, avoid other interests from those of the task itself, and undertakes the obligation to talk to the client regarding its conduct if he does not conduct himself as a good client.
4.2. The client provides SQ Consult with adequate and timely information during preliminary discussions about the competition by other organizational consultants, the criteria, which apply for selection and the period in which the choice is made.
4.3. The client is careful about providing information which is required, whether asked for and unasked for, in order to carry out the task well and effectively.
4.4. The client acts as a reliable partner, by promptly and wholly fulfilling agreements, including the payment of the invoices.
5. Drawing up the agreement for the task
5.1. All of SQ Consult’s offers are subject to contract until acceptance in writing by the client. A contract will be formed upon the client’s unconditional written acceptance of SQ Consult’s offer. If SQ Consult delivers or has delivered any work or other performance at the client’s request before complete agreement has been reached on the conditions, including but not limited to price and payment terms, the client will effect payment in accordance to the tariffs and terms of payment applied by SQ Consult at that time.
5.2. The agreement for the task is drawn up at the moment that the agreement for the task signed by the parties, or the confirmation of the task and the necessary data and information on the basis of the law and regulations have been received by the legal representative of SQ Consult.
5.3. The agreement for the task is the agreement of the wishes of the client and SQ Consult drawn up in writing, which, where applicable, contains the following agreements on the content and conditions of execution of the contract;
- a description of the content and limits of the task;
- the intended aim of the task;
- (the part of) the organization to which the task relates;
- reciprocal relations in the organization and joint working methods;
- the restrictions of the execution of the task;
- the choice of the persons executing the task to be put in by SQ Consult and the employees deployed by the client, as well as the appointment of a project leader, end-responsibility and contact persons;
- the procedure(s) for controlling the advisory process;
- the bodies, groups or people to whom information must be provided in advance, during and after the task;
- the period of time during which the task will be executed, the stages of the period and the course of action if the actual period deviates from the indication;
- determining the person or persons advised by SQ Consult and to whom and how reports are sent on the process of the task;
- an estimate of costs and the course of action if the actual costs exceed the estimate;
- the basis for fees, terms for payment and the method of invoicing;
- the course of action when third parties are brought in and the invoicing for this;
- (if applicable) the property and copyrights;
- (if applicable) the rights of communication regarding the task;
- the discussion afterwards and the evaluation of the task;
- the desired or necessary aftercare.
6. Provision of information, employees and work space by the client
6.1. The client is responsible for ensuring that all the data and information which SQ Consult indicates are necessary or which the client should reasonably understand are necessary for the execution of the agreement, are provided promptly and in the form and in the way as requested, to SQ Consult.
6.2. If the data and information required for the execution of the agreement have not been provided promptly or correctly to SQ Consult, SQ Consult has the right to suspend the execution of the agreement or to charge the extra costs arising from the delay to the client in accordance with the customary rates.
6.3. The client is obliged to inform SQ Consult immediately of facts and circumstances, which could be important in connection with the execution of the task. In return SQ Consult is also obliged to inform the client immediately of facts and circumstances, which could be important in connection with the execution of the task.
6.4. The client is responsible for the accuracy, completeness and reliability of the data and information provided by him or in his name to SQ Consult.
6.5. If SQ Consult requests this and provided this request is reasonable in view of the realisation of the task, the client will make available employees of his own organization free of charge, who are (will be) involved in the activities of SQ Consult.
6.6. If SQ Consult requests this and provided this request is reasonable in view of the realisation of the task, the client shall make available a workplace and the (office) facilities to SQ Consult free of charge, which could be necessary to be able to carry out a task on location.
7.1. SQ Consult shall observe the rules of due diligence and confidentiality with regard to third parties who are not involved in the execution of the task, regarding all the confidential data or information that is sensitive to competition of the client, which has come to his knowledge in the context of the task, unless there is a legal or professional duty for SQ Consult to reveal this, SQ Consult has to defend itself before the (disciplinary) court, the client has discharged SQ Consult from the obligation of confidentiality, or the information is available through public sources. SQ Consult must take all the precautionary measures necessary in the context of the task to protect the client’s interests.
7.2. Without the consent of SQ Consult, the client may not make any statement to third parties regarding the approach, procedure, content of the advice or opinions of SQ Consult, or make his report or any other written or unwritten material available or publicise it in any other way, unless there is a legal or professional obligation for the client to make it public.
7.3. SQ Consult promotes knowledge sharing within its network of Associates. 7.1 will therefore not apply when the third parties mentioned are associates to the SQ Consult network unless the client has explicitly required for it to apply.
8. Intellectual property
8.1. Models, techniques, instruments, including software, and other intellectual products which have been used for the execution of the task or are included in the advice or result of the examination, are and continue to be the property of SQ Consult insofar as they are not already owned by third parties. Therefore their publication, further use or further dissemination can take place only after obtaining the consent of SQ Consult, without prejudice to the provision of 5.2. This also applies to the dissemination of information to the associates and/or employees of SQ Consult, not involved in the task. In line with 7.4, it is the prerogative of SQ Consult to do so. The client is not to disseminate any intellectual products as described in 8.1 without the explicit prior consent of SQ Consult.
8.2. The client has the right to reproduce documents for use in his own organization insofar as this is appropriate with regard to the aim of the task. In the event of the interim termination of the task, the above applies correspondingly.
9. Execution of the task
9.1. The task is carried out by or on behalf of SQ Consult in accordance with his best insight and ability and in accordance with the demands of professionalism and due diligence.
9.2. The obligation referred to in 9.1 has the character of an obligation of due diligence, because achieving the intended result cannot be guaranteed unless SQ Consult and the client explicitly conclude an agreement in writing about the result to be achieved before accepting the task, and if it has been agreed between the parties that the description of the result to be achieved can only be interpreted in one way and the result can be objectively determined (obligation with regard to results). If the obligation in writing with regard to results does not comply with the above cumulative requirements, the client cannot appeal to the obligation with regard to results of SQ Consult. The same applies if the result is not achieved for reasons unrelated to the influence of SQ Consult.
9.3. After consultation with the client, SQ Consult can replace one or more executors of the task. The change must not reduce the quality of the activities to be carried out in the context of the task or negatively influence the continuity of the task. A change in the people executing the task can also take place at the request of the client in consultation with SQ Consult.
9.4. SQ Consult is authorised to involved third parties, availing of specific expertise, in the performance of the task, provided that agreement for the task does not explicit prohibit this involvement. If requested by the client, SQ Consult shall identify these third parties, providing the client with a specification of their field of expertise.
9.5. The client accepts that the timing and costs of the task can be changed if the parties reach an interim agreement to change the approach, procedure or size of the commission or to extend the advisory activities for the organization arising from this.
9.6. If an interim change becomes necessary in the task or the execution of the task as a result of the activities of the client, SQ Consult must make the necessary adaptations if the quality of the service requires this. If this sort of adaptation results in additional work, this must be confirmed as an additional task by the client. If the client does not confirm this within fourteen days after being requested to do so in writing, SQ Consult has the right to immediately terminate the agreement without any legal intervention and without being obliged to pay the client any compensation for damages.
10. Duration and conclusion of the task
10.1. The duration of the task can be influenced by all sorts of factors apart from the efforts of SQ Consult, such as the quality of the information obtained by SQ Consult and the cooperation which is provided. Therefore SQ Consult cannot say exactly in advance how long the period will be to carry out the task. For this reason the periods within which the activities must be completed are only firm periods if this has been agreed in writing.
10.2. The task is concluded in a financial sense as soon as the final bill has been approved by the client. The client must inform SQ Consult of this within a period of thirty days after receiving the final bill. If the client does not respond within this period, the final bill is deemed to have been approved.
11. Interim termination of the task
11.1. The parties can unilaterally terminate the agreement prematurely if one of them considers that the execution of the task can no longer take place in accordance with the agreement on the task and any later additional agreements. The other party must be informed of this in writing, stating reasons. SQ Consult or the client may only make use of the possibility of terminating the agreement prematurely if the completion of the task cannot reasonably be carried out as a result of the facts and circumstances, which cannot be attributed to the influence of the party terminating the agreement or cannot be attributed to him. SQ Consult retains the possibility to claim for the payment of the statement of expenses for activities carried out up to that time, and the interim results of the activities carried out up to that time are provisionally made available to the client if possible. Insofar as this incurs, extra costs are charged for these.
11.2. In the case that one of the parties is declared bankrupt, requests a suspension of payments or ceases business activities, the other party has the right to terminate the task without observing a period of notice, while retaining rights.
12.1. If forms of calculating fees are used to calculate the consultancy activities for the organization other than the amount of work and costs devoted to the task, or the fee is a fixed sum, a clear description must be included of this in the agreement with the client. In that case SQ Consult must make sure that this serves the interests of the client and that his own independence is guaranteed. For projects exceeding the timeline agreed as part of 5.3, fees charged for the activities carried out beyond the agreed original deadline will be those in line with the tariffs in application at that moment for the individual in question.
12.2. With regard to the rates and the estimates of costs based on these, the agreement explicitly states whether this includes the secretarial costs, travelling hours, travel and accommodation expenses and other costs related to the task. Insofar as these costs are not included, they can be calculated separately provided explicit agreements have been made on this in writing. An interim change in the level of the salaries and costs which means that SQ Consult must adapt the rates or other above mentioned reimbursements of costs, is charged on. The fee does not include any interest costs unless indicated otherwise in the agreement.
12.3. The fee for SQ Consult, if necessary increased by advances and statements from third parties who have been contracted in, is charged monthly, quarterly, annually or after the conclusion of the consultancy activities for the organization, unless the client and SQ Consult have made other agreements about this. V.A.T. and other applicable tax and levies will be charged separately on all the amounts due to SQ Consult by the client.
12.4. If the client wishes to have an examination carried out by a chartered accountant of the statement by SQ Consult, SQ Consult will cooperate. The costs of this sort of examination are at the client’s expense.
13. Conditions of payment
13.1. Any objections to invoices, specifications, descriptions and prices must be communicated to SQ Consult in writing within no more than 14 days of receipt, at the risk of forfeiting all rights. Receipt is deemed to have taken place within no more than 2 days of dispatch by SQ Consult.
13.2. In certain circumstances SQ Consult can be called to require from the client that parts or the entire sum due be paid in advance. This will however always be stipulated in writing in the contract.
13.3. The payment by the client must take place without a deduction, discount or settlement of debts, within the agreed periods, but in no case later than thirty days after the date of the invoice. Payment must be made by means of a transfer to a bank account indicated by SQ Consult.
13.4. If the client has not paid within thirty days after the date of invoice, SQ Consult has the right, after he has reminded the client at least once to make the payment, to charge the client the legal interest from the date of expiry up to the date of complete payment, without any further notification of default and without prejudice to the other rights of SQ Consult.
13.5. All the reasonably incurred court costs and out of court costs (of collection) incurred by SQ Consult as a result of the failure of the client to observe his obligations with regard to payment are at the client’s expense.
13.6. If the financial position or the payment behaviour of the client gives rise to this in the opinion of SQ Consult, SQ Consult has the right to request the client to immediately provide (additional) security in a form determined by SQ Consult. If the client fails to provide the required security, SQ Consult has the right, without prejudice to its other rights, to immediately suspend the remaining execution of the agreement, and everything which the client is due to SQ Consult for any reason can be claimed immediately.
13.7. In the case of a task commissioned jointly, the clients are severally responsible for the payment of the invoiced sum irrespective of the name on the statement, insofar as the consultancy activities for the organization have been carried out for the joint clients.
14. Recruiting or employing mutual personnel
14.1. For tasks including an outplacement of SQ Consult personnel and/or associates and/or tasks carried out on longer periods of time, i.e. in excess of six months, none of the parties may employ personnel of the other party who are (were) involved in the task, or in any other way have him employed for himself or another, except after consultation with the other party. This restriction applies during the execution of the task or within one year after its termination.
15.1. A complaint about activities carried out or an invoiced sum must be sent to SQ Consult in writing within thirty days after sending the documents or the information about which the client is complaining, or if the client demonstrates that he could not have reasonably discovered the shortcoming earlier, within thirty days after the discovery of the shortcoming. Exceeding this period results in the expiry of all claims.
15.2. A complaint does not suspend the client’s obligation for payment unless and insofar as SQ Consult informs the client that he considers the complaint to be founded.
15.3. In the case of a justified complaint, SQ Consult has the choice between adapting the sum of the invoice, improving the activities free of charge or carrying out the activities concerned again, or to partly or wholly not/no longer carry out the task.
16.1. SQ Consult is not liable for the shortcomings in the execution of the task, unless these are the result of the failure of SQ Consult to observe the due care, expertise or professionalism which can be expected in the context of the task concerned.
SQ Consult is not liable for any losses, damage, costs or expenses of the client arising from activities performed by SQ Consult. The client shall indemnify SQ Consult against all claims by third parties, including the costs of legal assistance.
16.2. The liability for the damage caused by the shortcomings is limited to the sum of the fee, which SQ Consult has received for his activities in the context of that task.
16.3. For tasks, which last for a period longer than six months, there is a further restriction of the liability referred to here up to a maximum of the sum of the statement for the last six months.
16.4. Any claims by the client in this sense must be submitted within one year after the discovery of the damage and if the client is in default in this respect, his rights are forfeited.
17. Force majeure
17.1. If SQ Consult is unable to fulfil its obligations towards the client on account of a non attributable failure, i.e. force majeure, the performance of those obligations will be suspended until such time as SQ Consult is able to fulfil them, without SQ Consult being in default as regards the fulfilment of those obligations. SQ Consult can furthermore not be held liable to pay any compensation in this respect.
17.2. If the situation of force majeure has continued for a period of four months after the agreed date of delivery/performance, both parties will have the right to terminate all or part of the contract, in writing, without being liable towards the other party for the consequences of this termination.
17.3. ‘Force majeure’ on the part of SQ Consult will in any case include any circumstances beyond SQ Consult ’s control, such as war, civil war, threat of war, riot, strike, exclusion of workers, transport problems, power cuts, severe weather such as storms and thunderstorms, fire and other severe interruptions, which prevent or delay the fulfilment of all or the relevant part of its obligations towards the client, render this inefficient or as a result of which the fulfilment of these obligations cannot in all reasonableness be required of SQ Consult .
18. Applicable law
18.1. Dutch law is applicable to every agreement between the client and SQ Consult.
19. Final provision
These general conditions are deposited at the Chamber of Commerce
‘Midden-Nederland’ under number 30270237.