Definitions

1.1. Client: the party that commissions Davinci Company

1.2. Davinci Company: a self-employed professional without staff incorporated under Dutch law, with its principal place of business at (1339MC) Almere at Guadeloupestraat 77.

1.3. Assignment: the written or oral agreement, whereby Davinci Company undertakes to perform work for Client.

1.4. Fee: the remuneration for the work performed by Davinci Company, not including Additional Expenses.

1.5. Additional Expenses: costs related to the Assignment, not included in the Fee, which are charged to Client on the basis of a specification. These include travel and accommodation expenses, reproduction costs, and costs for necessary third-party services.

1.6. Extra Charges: Fees and Additional Expenses for work performed by Davinci Company, which arose during the performance of the Assignment as a result of circumstances outlined in greater detail in Article 4(1) and (2) and Article 6(5) of these General Terms and Conditions.

1.7. Force Majeure: Circumstances in which performance of the Assignment cannot reasonably be required of Davinci Company. This will include, but is not confined to, fire and floods, natural disasters, disruptions in power supply, internet and company equipment, and interruptions in transport and carriage. Force Majeure also includes absence due to illness or indisposition of personnel or third parties working on behalf of Davinci Company, insofar as they are involved in and necessary for the performance of the Assignment.

1.8. Hourly Rate: the hourly rate for activities performed by Davinci Company, including (gross) salary costs and a surcharge for non-assignment-related operating costs and profit.

1.9. The Party: Client or Davinci Company;

1.10. The Parties: Client and Davinci Company.

2. Scope of Application

2.1. These General Terms and Conditions are applicable to all Davinci Company’s legal acts, offers, and the conclusion and fulfillment of all agreements concluded between Client and Davinci Company, unless it has expressly been agreed otherwise in writing in the Assignment.

2.2. Davinci Company excludes the applicability of Client’s general conditions and purchase conditions to the agreements concluded between Client and Davinci Company.

2.3. If Davinci Company does not always demand strict compliance with these General Terms and Conditions, this does not mean that the provisions in these General Terms and Conditions do not apply or that Davinci Company would to any extent lose the right to require strict compliance with these General Terms and Conditions in other cases.

3. Quotation and Assignment

3.1. All Davinci Company’s quotations are without obligation and are valid for 14 days, unless otherwise indicated in writing. The offer will lapse if Client does not accept it within the aforementioned period. After expiry of the offer, Davinci Company are entitled to change the offer.

3.2. Client guarantees the correctness and completeness of the requirements and information provided by or on its behalf, on which Davinci Company bases the quotation. If this information proves to be incorrect or incomplete, Davinci Company has the right to change the quotation or to terminate the Assignment.

3.3. The amounts stated in the quotation are excluding VAT, unless stated otherwise.

3.4. The Assignment is only established once Davinci Company and Client have signed an agreement in which the scope of the work to be performed by Davinci Company has been laid down, and Davinci Company have received a (returned) signed copy of the agreement. If Davinci Company have not yet received the (returned) signed agreement, the Assignment will be deemed to have been concluded subject to the applicability of these General Terms and Conditions and the applicability of the scope of work as described in Davinci Company’s quotation, at the time that Davinci Company began the performance of the Assignment at Client’s oral or written request.

3.5. Further oral agreements and stipulations between the Parties are only binding after they have been confirmed in writing by Davinci Company.

4. Execution of Assignment and Amendments

4.1. The Client will ensure that all information that Davinci Company has indicated is required, or that Client should reasonably understand is necessary for the correct and timely performance of the Assignment, is provided to Davinci Company on time. If this information is not provided to Davinci Company at all, or is not provided completely or correctly, Davinci Company is entitled to suspend the performance of the Assignment and/or charge the resulting additional costs to Client for an hourly or other Fee applied by Davinci Company at that time and according to a specification to be submitted by Davinci Company.

4.2. If, during the performance of the Assignment, Davinci Company has to carry out additional and/or other work than originally agreed due to changed and/or additional insights of Client and/or as a result of which the agreed delivery period cannot be fulfilled, then Davinci Company will immediately inform Client of this. The costs of this work will be charged to Client as Extra Charges in accordance with a specification to be submitted by Davinci Company. In this case, Davinci Company is entitled to suspend the performance of the Assignment and start with the performance of further work after Client has agreed in writing to the Extra Charges and/or the new delivery period and/or other conditions imposed by Davinci Company. This suspension does not constitute a default on the part of Davinci Company and is not a reason for Client to terminate or cancel the agreement.

4.3. If, at the exclusive discretion of Davinci Company, Client’s additional and/or changed insights are of such a nature and/or extent that they constitute a substantial change to the Assignment, Davinci Company is entitled to terminate the agreement, without notice of default being required, in accordance with the provisions of Article 9(2) of these General Terms and Conditions.

5. Engaging Third Parties

5.1. Assignments given to third parties in the context of the performance of the Assignment are provided by or on behalf of Client and at Client’s account and risk. At the request of Client, Davinci Company may act as an authorized representative at Client’s expense and risk. Said authorization will be laid down in writing. Parties may agree on additional reimbursement for this.

5.2. If Davinci Company provides assignments or instructions to third parties on Client’s behalf and for Client’s account, Client will confirm these orders or instructions in writing at the request of Davinci Company. Davinci Company is not liable for the breaches of these third parties, regardless of whether they were introduced by Davinci Company. Client must address these third parties themselves, should the need arise. If required, Davinci Company can assist Client in this under conditions to be agreed upon later.

5.3. Client will not engage third parties without consulting Davinci Company if it may affect the performance of the Assignment. Where appropriate, the Parties will consult each other about which other contractors will be called in and which activities will be assigned to them.

6. Fees and Costs

6.1. Davinci Company is entitled to a Fee for the performance of the Assignment. This Fee can be agreed upon as follows:
• Based on the actual time spent on performing the Assignment and the costs actually incurred, including the Hourly Rates and kilometer rates applied by Davinci Company, with a detailed specification to be provided by Davinci Company (referred to hereafter as “time and expenses method”); or
• Based on a fixed amount (referred to hereafter as “fixed fee method”);
• Based on a combination of the “time and expenses method” and the “fixed fee method” as detailed above in this section;
• If no other agreements have been laid down in the Assignment about the way in which the Fee is agreed upon, the Fee calculation will default to the “time and expenses method” described first in this section.

6.2 In addition to the agreed Fee, Davinci Company is entitled to reimbursement of Additional Expenses. These Additional Expenses are not included in the Fee.

6.3 On January 1st and July 1st of each calendar year, Davinci Company may adjust the rates applied by them to reflect general increases in wages and prices, in line with the most applicable Statistics Netherlands price index.

6.4 Cost-increasing measures imposed by the government, such as tax hikes or mandatory wage increases, may at all times be passed on in Davinci Company’s rates.

6.5 If the performance of the Assignment is delayed, interrupted, or otherwise impacted by circumstances beyond the control of Davinci Company, then Client is obliged to cover any resulting additional costs.

6.6 Unless expressly stated otherwise, cost estimates and budgets provided by Davinci Company are only indicative; they do not grant rights or expectations. Davinci Company is obligated to notify the Client if it becomes apparent that a cost estimate or budget will be exceeded, but only if such notification has been agreed upon by both Parties.

7. Payment and Collection Charges

7.1. Davinci Company is entitled to charge the Fee, Additional Expenses, and Extra Charges on a monthly basis.

7.2. All payments must be made within 14 days of the invoice date without deductions, settlement, or suspension. Objections to the amount of an invoice do not suspend the payment obligation.

7.3. If, after having been reminded in writing by Davinci Company to pay within 14 days, the Client still fails to fulfill its payment obligation within these 14 days, the Client will owe statutory interest and extrajudicial collection costs from that time until the time of payment; this interest and these costs will amount to at least 10% of the invoice amount and will be a minimum of €150 excluding VAT.

8. Intellectual Property and Confidentiality

8.1. All rights with regard to services, products, and products of the mind that Davinci Company develops and uses, regardless of their nature, including advice, opinions, strategies, frameworks, working methods, software, training programs, courses, methods, brochures, and the like, are exclusively vested in and accrue to Davinci Company and/or its licensors and never accrue to the Client.

8.2. The Parties may agree that the rights referred to in the first paragraph are assigned entirely or in part to the Client. This assignment and any conditions under which the assignment takes place will always be laid down in writing. Davinci Company may attach conditions to this assignment of rights, including the payment of a Fee determined by Davinci Company.

8.3. The Client is not permitted to remove or change any designations concerning copyrights, brands, trade names, or other rights from the material, including designations concerning the confidential character and secrecy.

8.4. If the provisions of this article are violated, the Client will indemnify Davinci Company against all damages suffered and to be suffered as a result, in particular if there are claims from third-party copyright owners.

8.5. The Parties are obliged to maintain the confidentiality of all confidential information, facts, and circumstances that come to the attention of the other party within the framework of the Assignment, originating from each other or another source, about which it can be reasonably understood that disclosure or communication to third parties could damage Davinci Company or the Client. Third parties who are involved in the execution of the Assignment will be bound to the same confidential handling of these facts and circumstances originating from the other party.

9. Suspension and Termination

9.1. Davinci Company is entitled to suspend their work or to dissolve the Assignment entirely or in part, without notice of default being required, if:

• There is an attributable breach in the performance of the Assignment on the part of the Client, which also includes such behavior on the part of the Client on the basis of which it can no longer be reasonably required of Davinci Company that they complete the Assignment.
• The Client is in default of payment of the invoice or progress invoice within the payment term, and if the Client, after being reminded in writing to pay within fourteen days, fails to do so, or if Davinci Company should be led to understand, based on any communication or conduct on the part of the Client, that this payment will not take place.
• The Client fails to provide, at the request of Davinci Company, sufficient security for the fulfillment of the payment obligations arising from the Assignment, in the case that Davinci Company have good grounds for doubting the Client’s ability to meet its payment obligations based on circumstances that have come to their knowledge after entering into the agreement.

• If the Client files a petition for bankruptcy, suspension of payments, be it provisional or otherwise, or debt repayment, or if the Client is deprived of the power to dispose of its assets, in which cases all amounts owed become immediately due and payable.

• The Client is not entitled to terminate the Assignment early, unless otherwise agreed in writing in the Assignment. If the Client terminates the Assignment without an imputable breach on the part of Davinci Company, or if Davinci Company terminates the agreement pursuant to the provisions of Articles 4(3) or 9(1) of these General Terms and
• Conditions, then the Client will owe an immediately due and payable compensation, in addition to the Fee and any Additional Expenses or Extra Charges related to the work done until that time, without prejudicing Davinci Company’s right to claim all damages at law.

9.2. The compensation referred to in the previous paragraph will at least include the costs arising from the commitments made by Davinci Company in its own name for the fulfillment of the Assignment with third parties, as well as at least 30% of the remaining part of the Fee.

9.3. In the event of termination on the grounds of the circumstances mentioned in Article 9(2) of these General Terms and Conditions, all payments received are used firstly to settle the costs, then the interest that has fallen due, and finally the principal sum and current interest.

10. Liability and Indemnity

10.1. Davinci Company’s liability due to an attributable breach in the performance of its obligations under the Assignment only arises if the Client immediately gives Davinci Company proper notice of default in writing and, in the process, enables Davinci Company to remedy the breach or to limit damages within a reasonable term and for its own account. Davinci Company continues to be in breach of their obligations after this term. The notice of default must contain as detailed a description of the breach as possible so that Davinci Company is able to respond effectively.

10.2. Davinci Company is only liable to the Client due to an attributable breach in the performance of their obligations under the Assignment and only for direct damages attributable to Davinci Company, and then only for alternative compensation, i.e., compensation for the value of the failed performance. Any liability on the part of Davinci Company for any other kind of damages is excluded, including additional compensation in any form whatsoever, as well as compensation for indirect or consequential damages or damages due to loss, lost turnover or profit, loss of savings, loss due to business interruption, and damage to image.

10.3. If Davinci Company is liable to the Client pursuant to the previous paragraphs of this article, this liability is limited to the amount of the Fee, at least to that part of the Fee that is charged to the Client or to which the liability relates.

10.4. Davinci Company is not liable for damages that arise due to the defectiveness of equipment, software, data carriers, registers, or other means used by it in the performance of the Assignment, nor for damages caused by the interception by third parties of audio and/or data transmissions from telephones, faxes, or emails, and the possible forging thereof.

10.5. All liability expires after the passing of one year from the time the Assignment has ended due to completion, termination, or giving notice to terminate.

10.6. The Client indemnifies Davinci Company against any claims by third parties who suffer damages in connection with the implementation of the agreement for which the cause is not attributable to Davinci Company. If Davinci Company should be approached by third parties on this basis, then the Client is obliged to assist Davinci Company both in and out of court and to do everything that may be expected of them in such a case and without delay. Should the Client fail to take adequate measures, then Davinci Company is entitled to resort to this themselves, without notice of default. All costs and damage on the part of Davinci Company and third parties acting on its behalf arising from this will be borne entirely by the Client.

11. Force Majeure

11.1. Force Majeure may be invoked if the stated circumstances affect Davinci Company as well as if the circumstances affect third parties engaged by Davinci Company.

11.2. In the event of Force Majeure, Davinci Company is entitled to suspend the performance of the agreement and will do everything in their power to perform the Assignment as soon as possible.

11.3. In the event of Force Majeure, Davinci Company is not entitled to compensation, compensation of costs incurred or interest. If the period in which fulfillment of the obligations by Davinci Company is impossible due to Force Majeure lasts longer than one month, Davinci Company as well as the Client are entitled to terminate the agreement entirely or in part, without any obligation to pay each other compensation.

11.4. If Davinci Company has already partially fulfilled their obligations at the occurrence of Force Majeure, or can only partially fulfill their obligations, Davinci Company is entitled to charge separately for goods or services already delivered, and the Client is obliged to settle this invoice.

12. Complaints, Disputes and Applicable Law

12.1. Complaints must be communicated to Davinci Company in writing as soon as possible, but in any case within one month of completion of the Assignment, failing which the Client will be deemed to have fully accepted the result of the Assignment.

12.2. The Assignment between Davinci Company and the Client is governed by Dutch law.

12.3. Should disputes arise between Parties that cannot be settled amicably, they will be submitted to the competent court of the district in which Davinci Company is based.

13. Other Provisions

13.1. The version of the General Terms and Conditions, as applicable at the time the Assignment is established, applies to the Assignment. This version can be requested from Davinci Company at all times.

13.2. If any provision of these General Terms and Conditions is null and void or is voided, the other provisions of these General Terms and Conditions will remain fully in effect. In that case, the Parties will consult with the aim of agreeing on new provisions to replace the void or voided provisions. In doing so, the purpose and meaning of the void or voided provisions will be taken into account as far as possible.