GENERAL TERMS & CONDITIONS
By: Peter Paffrath Counselling
Practice address: Room 2.3, Surinamestraat 24, 2585 GJ Den Haag, hereinafter referred to as: user
Article 1. Definitions
1. In these General Terms and Conditions, the following terms are used with the following meaning, unless expressly stated otherwise.
User: the user of the General Terms and Conditions, representative of Peter Paffrath Counselling.
Client: the counterparty of the user.
Agreement: the oral or written agreement to provide services.
Article 2. General
1. These General Terms and Conditions apply to every offer, every quotation and every agreement between the user and a client to which the user has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
2. The present terms and conditions also apply to all agreements with the user, for the implementation of which third parties must be involved.
3. Any deviations from these General Terms and Conditions are only valid if they have been expressly agreed in writing.
4. The applicability of any purchasing conditions or other conditions of the client is expressly rejected.
5. If one or more of the provisions in these General Terms and Conditions are null and void or should be annulled, the other provisions of these General Terms and Conditions will remain fully applicable. The user and client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provision will be taken into account as far as possible.
Article 3. Offer and quotation
1. An offer or quotation can be revoked, unless it contains a term for acceptance or its irrevocability follows in some other way from the offer or quotation.
2. The revocation of an offer or quotation can only take place as long as the offer or quotation has not been accepted, nor has a communication containing the acceptance been sent. If the offer or quotation contains the statement that it concerns an offer without obligation or a quotation without obligation, the revocation can still take place immediately after acceptance.
3. The prices in the said offer or quote are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including shipping and administration costs, unless stated otherwise.
4. If the acceptance deviates (not on minor points) from what is included in the offer or quotation, the user is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the user indicates otherwise.
5. If an answer to an offer or quotation that is acceptable deviates from it only on minor points, this answer will be deemed to be acceptance and the agreement will be concluded in accordance with this acceptance, unless the user immediately objects to the differences.
6. A composite quotation does not oblige the user to carry out part of the assignment against a corresponding part of the quoted price.
The offer or quotation does not automatically apply to future assignments.
Article 4. Execution of the agreement
1. The user will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, overriding the provisions of Article 7:404 of the Dutch Civil Code and Article 407, paragraph 2 of the Dutch Civil Code.
2. The client shall ensure that all data, of which the user indicates that they are necessary or of which the client should reasonably understand that they are necessary for the execution of the agreement, are provided to the user in a timely manner. If the information required for the implementation of the agreement has not been provided to the user in time, the user has the right to suspend the implementation of the agreement and / or to charge the extra costs resulting from the delay to the client in accordance with the usual rates. .
3. The user is not liable for damage of any nature whatsoever because the user relied on incorrect and/or incomplete information provided by the client.
4. The client indemnifies the user against any claims from third parties who, in connection with the performance of the agreement, suffer material or non-material damage attributable to the client.
Article 5. Amendment of the agreement
1. If during the execution of the agreement it appears that it is necessary for proper execution to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the performance may be influenced by this. The user will inform the client of this as soon as possible.
If the change or addition to the agreement will have financial and/or qualitative consequences, the user will inform the client about this in advance.
4. If a fixed fee has been agreed, the user will indicate to what extent the amendment or supplement to the agreement will result in a change in this fee.
5. Contrary to paragraph 3, the user will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to the user.
Article 6. Contract term; execution time
1. The agreement between the user and a client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
2. If a period has been agreed within the term of the agreement for the completion of certain work, this is never a strict deadline. It can be decided in mutual consultation to continue or terminate the agreement or the performance of the aforementioned activities.
Article 7. Fee
1. User and client agree on a fixed fee upon conclusion of the agreement. The fixed fee is calculated according to the user's usual rates and applies for the duration of the agreement, unless it is expressly agreed in writing that the fee for certain parts of the agreement deviates from the fixed fee.
2. The fee includes VAT.
3. The User is entitled to adjust the fee to inflation and market conformity on 1 January each year.
4. Furthermore, the user is entitled to pass on price increases if between the time of the offer and the start of the implementation of the agreement, the rates with regard to the costs of the implementation of the agreement have increased for the user.
5. Furthermore, the user may increase the fee if it appears during the execution of the agreement that the originally agreed or expected amount of work was insufficiently estimated when the agreement was concluded, and this cannot be attributed to the user, that it cannot reasonably be the user may be expected to perform the agreed work against the originally agreed fee. In that case, the user will inform the client of the intention to increase the fee. In doing so, the User will state the size of the increase and the date on which the increase will take effect.
Article 8. Payment
1. Payment must be made after the intake interview(s) and each follow-up appointment, in cash and in the currency stated in the invoice. In case of cash payment, the Client will receive an invoice stating that the amount has been paid.
2. If the client does not fulfill its obligation of cash payment, payment must be made within 14 days of the invoice date, in a manner to be indicated by the user, in the currency in which the invoice was made.
3. Objections to the amount of the invoices do not suspend the payment obligation.
4. If the client fails to make payment within the period of 14 days, the client is legally in default. In that case, the Client owes an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest applies. 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.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the user's claims against the client are immediately due and payable.
6. The user has the right to apply the payments made by the client in the first place to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the accrued interest.
The user can, without being in default, refuse an offer of payment if the client designates a different order for the allocation.
The user can refuse full repayment of the principal sum, if the accrued and accrued interest as well as the costs are not also paid.
7. If the client remains in default of payment within the period of 14 days, the client will be in default by operation of law and the user may, without being in default as a result, decide to suspend the provision of services to the client or to terminate the agreement with client with immediate effect. The user will inform the client in writing of any intention to suspend the service or terminate the agreement.
Article 9. Loan
1. All items loaned by the user to the client, including any designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the user, unless the parties have expressly agreed otherwise in writing.
2. The client is not authorized to pledge or encumber the goods given on loan in any other way.
3. If third parties seize the items on loan or wish to establish or enforce rights thereon, the client is obliged to inform the user of this as soon as may reasonably be expected.
4. The client undertakes to insure the items given on loan and to keep them insured against fire, explosion damage and water damage as well as against theft and to make the policy of this insurance available for inspection on first request.
5. Items taken on loan from the user may not be made available to third parties or be made available for inspection. Violation of this article will be subject to a fine.
Article 10. Return of items on loan
1. If the user has given items on loan to the client during the performance of the agreement, the client is obliged to return the said items in their original condition, free of defects and in full within 14 days at the request of the user or in accordance with what was agreed. If the client does not comply with this obligation, all resulting costs will be for his account.
2. If the client, for whatever reason, after a reminder to that effect, still remains in default with the obligation referred to under 1., the user has the right to recover the resulting damage and costs, including the costs of replacement, from the client.
Article 11. Collection costs
1. If the client is in default or fails to fulfill one or more of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the client. If the client fails to pay a sum of money on time, he will forfeit an immediately due and payable fine of 15% on the amount still due. This with a maximum of € 50.00 (in words: fifty euros).
2. If the user has incurred higher costs, which were reasonably necessary, these will also be eligible for reimbursement.
3. Any reasonable judicial and execution costs incurred will also be borne by the client.
4. The Client owes interest on the collection costs incurred.
Article 12 Complaint handling
1. The user is a member of the “Algemene Beroepsvereniging voor Counselling”, which is registered with the Amsterdam Chamber of Commerce under number 33299478.
User has committed to the “Counsellor Code of Conduct”.
2. In accordance with the Care Quality Complaints and Disputes Act (Wkkgz), the General Professional Association for Counseling (ABvC) is affiliated with an independent Disputes Committee for Complementary and Alternative Health Care (SKAG). The ABvC has an independent complaints officer who is primarily the point of contact for complaints from the client.
3. If the client chooses to turn to the complaints officer of the ABvC, the user is obliged to participate in this. Before the client wants to make use of the ABvC's complaints officer, the client must first submit his or her objections, complaints and/or grievances to the user. If the client and the user cannot reach a solution, the client can turn to the complaints officer of the ABvC. He/she will try to find a solution with the client and the user.
4. If the complaints officer, the client and the user still fail to reach a solution, the complaints officer of the ABvC will, at the request of the client, forward the case to the SCAG for further processing of its complaints, objections and/or grievances. If the client requests to go to the SCAG, costs are involved.
The costs for this can be found on the SCAG website (https://www.scag.nl/).
5. The Disputes Committee has the task of settling all disputes between the client and the user by means of a ruling in the form of a binding recommendation or by promoting a settlement between the client and the user.
The Disputes Committee will make a decision within a period of 6 months. The Client cannot appeal against this.
6. If the decision does not lead to the satisfaction of the client, the client can in some cases turn to the civil court.
Article 13. Termination
1. Both parties can terminate the agreement in writing at any time.
2. If the agreement is terminated prematurely by the user, the user will, in consultation with and with the consent of the client, arrange for the transfer of work still to be performed to third parties, unless the termination is based on facts and circumstances that are attributable to the client. .
Article 14. Suspension and dissolution
1. The user is authorized to suspend the fulfillment of its obligations or to dissolve the agreement if the client does not or not fully comply with the obligations under the agreement.
2. Furthermore, the user is authorized to dissolve the agreement (or have it dissolved) if circumstances arise of such a nature that fulfillment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise that are of a nature that unaltered maintenance of the agreement cannot reasonably be expected.
3. If the agreement is dissolved, the user's claims against the client are immediately due and payable. If the user suspends compliance with its obligations, it retains its claims under the law and the agreement.
4. User always retains the right to claim compensation.
Article 15. Liability
1. If the user should be liable, then this liability is limited to what has been arranged in this provision.
2. If the user is liable for direct damage, this liability is at all times limited to a maximum of the amount of the payment to be made by the insurer of the user in the relevant case.
3. Direct damage is exclusively understood to mean:
• the reasonable costs for determining the cause and extent of the damage insofar as the determination relates to damage within the meaning of these terms and conditions;
• any reasonable costs incurred to have the user's faulty performance comply with the agreement, unless these cannot be attributed to the user;
• reasonable costs incurred to limit damage, insofar as the client demonstrates that these costs have led to limitation of direct damage as referred to in these General Terms and Conditions.
4. Damage to persons or property does not include the costs incurred by the client for measures to prevent damage as referred to in Article 6:96 of the Dutch Civil Code and comparable statutory provisions, including the resulting damage.
5. The user is never liable for indirect damage, including consequential damage, lost profit, lost savings, damage due to business interruption, emotional damage or damage resulting from decisions made by the client, whether or not in consultation with the user. The Client is at all times responsible for choices.
6. The limitations of liability for direct damage included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of the user or his subordinates.
Article 16. Indemnifications
1. The client indemnifies the user against claims from third parties with regard to intellectual property rights on materials or data provided or given on loan by the client, which are used in the performance of the agreement.
2. If the client provides the user with information carriers, electronic files or software, etc., the client guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 17. Transfer of risk
1. The risk of loss of or damage to the items that are the subject of the agreement transfers to the client at the moment when they are legally and/or actually delivered to the client or are given on loan and are therefore in the power of the client or of any third party(s) to be designated by the client.
Article 18. Force majeure
1. The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that cannot be attributed to their fault, and which cannot be attributed to them by virtue of the law, a legal act or generally accepted views. comes.
2. In these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and jurisprudence, all external causes, foreseen or unforeseen, over which the user cannot exert any influence, but as a result of which the user is unable to fulfill its obligations. come. This includes strikes in the user's company.
3. The user also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after the user should have fulfilled his obligations.
4. Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without any obligation to pay damages to the other party.
5. Insofar as the user has already partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, the user is entitled to part to be declared separately. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 19. Confidentiality
1. Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.
2. If, on the basis of a statutory provision or a court decision, the user is obliged to provide confidential information to third parties designated by law or the competent court, and the user cannot invoke a statutory or - the right of non-disclosure recognized or permitted by the court, then the user is not obliged to pay damages or compensation and the other party is not entitled to dissolve the agreement on the basis of any damage caused by this.
Article 20. Intellectual property and copyright
1. Without prejudice to the other provisions of these General Terms and Conditions, the user retains the rights and powers accruing to that user under the Copyright Act.
2. The user reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.
Article 21. Disputes
1. The court in the user's place of business has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, the user has the right to submit the dispute to the competent court according to the law.
2. The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 22. Applicable law
1. Dutch law applies to every agreement between the user and the client.
Article 23. Amendment, explanation and location of the General Terms and Conditions
1. These General Terms and Conditions can be viewed on the website of the ABvC, can be viewed or obtained at the practice address of Peter Paffrath Counselling.
2. In the event of an explanation of the content and purport of these General Terms and Conditions, the Dutch text thereof is always decisive.
3. The most recently determined version or the version that applied at the time of the conclusion of the agreement always applies.