Article 1 Scope
- These general terms of delivery apply to orders to and from all offers and agreements to which Dynamic Attendants are a party unless expressly agreed otherwise in writing.
- These conditions also apply to agreements with Dynamic Attendants, for which dynamic attendants must involve third parties.
- Any purchase or other conditions of Client do not apply unless they have been expressly accepted in writing by Dynamic Attendants.
- If one or more provisions in these terms and conditions are at any time completely or partially annulled or could be destroyed, then it remains fully applicable in these terms and conditions. Dynamic Attendants and the Client will then enter into consultations with a view to agreeing on new provisions to replace the nun or destroyed provisions while respecting as much as possible the purpose and scope of the original provisions.
- If there is uncertainty as to the interpretation of one or more provisions of these terms and conditions, the explanation should take place ‘in the spirit of these provisions.
- If a situation arises between the parties which are not governed by these general conditions, this situation should be assessed in the spirit of these terms and conditions.
- If Dynamic Attendants do not always require strict compliance with these conditions, this does not mean that their provisions do not apply, or that Dynamic Attendants would to some extent lose the right to require stipends of these conditions in other cases.
Article 2 Contracting agreement
- Agreements and further agreements, which have not been entered into in writing, are binding for Dynamic Attendants only after written confirmation on the part of Dynamic Attendants. Dynamic Attendants’ obligations never go beyond what Dynamic Attendants have confirmed in writing.
Article 3 Tender and contract to be concluded
- All written offers from Dynamic Attendants are non-binding and valid for 14 days after the day drawing unless the offer expressly states otherwise in the offer. If the Client has not accepted the offer within the above-mentioned period, the offer will expire unless the offer is renewed in writing. After the offer has expired, Dynamic Attendants is entitled to change the offer.
- The offer is based on the information provided by the Client, whereby Dynamic Attendants can rely on its accuracy and completeness.
- An agreement will only be reached if the Client and Dynamic Attendants have signed the acceptance of the offer in writing “the order confirmation”
- Dynamic Attendants cannot be held to his offers or offers if the Client can reasonably understand that the offers or offers, or any part thereof, contain an obvious error or a mis reification.
- The prices indicated in a tender or offer shall not include VAT and other public levies, any costs to be incurred under the agreement, including travel and accommodation, shipping and administration costs, unless otherwise specified.
- If the acceptance (whether or not at subordinate points) differs from the offer contained in the offer or offer, Dynamic Attendants is not bound by it. The agreement will not be concluded in accordance with this derogation unless Dynamic Attendants indicate otherwise.
- A composite quotation does not require Dynamic Attendants to perform part of the contract at a corresponding part of the specified price. Offers or quotes do not automatically apply to future orders.
- Dynamic Attendants are entitled to pass on price increases if rates increase between the time of the offer and the delivery of the goods or services.
Article 4 Cooperation by Client
- The client will always provide Dynamic Attendants with all useful and necessary information and cooperate fully for the proper implementation of the agreement.
- The client is committed to the accuracy, completeness and reliability of the information provided to Dynamic Attendants, even if it comes from third parties.
- If the implementation of the contract is delayed by the fact that the Client fails to comply with his obligation as referred to in Article 4.1 or the information provided by the Client does not comply with the provisions of Article 4.2, the resulting additional costs shall be borne by the Client and Dynamic Attendants will be authorised to charge the necessary additional work.
Article 5 Implementation
- Dynamic Attendants assume an effort obligation in the implementation of the agreement and will implement this agreement to the best of their knowledge and ability in accordance with the requirements of good workmanship.
- Dynamic Attendants will take reasonable consideration of Client’s wishes as far as possible when carrying out the agreement, provided that, in the opinion of Dynamic Attendants, this is conducive to the proper implementation of the agreement.
- If and to the extent that proper implementation of the agreement so requires, Dynamic Attendants has the right to have certain activities carried out by third parties. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 BW is expressly excluded.
- If work is carried out by Dynamic Attendants or third parties as part of the assignment at the client’s location or a location designated by the Client, the Client takes care of the facilities reasonably desired by those employees.
Article 6 Amendments, additional work and cancellations
- In the interim, the Parties may agree that the approach and scope of the agreement and/or the resulting work will be extended or amended. Additional work will in principle only be carried out by Dynamic Attendants if a written further agreement has been signed by the parties.
- This additional work will be reimbursed by the Client according to the usual rates of Dynamic Attendants.
- The client accepts that changes to the work referred to in Article 6.1 may affect the agreed or expected time of completion of the agreement.
- If in the opinion of Dynamic Attendants, a change in the implementation of the agreement is necessary to comply with the obligations to Client, Dynamic Attendants is authorized to make that change, in reasonableness and fairness.
- The client is only entitled to terminate the Agreement in writing free of charge (i.e. terminate) fourteen days before the agreed deadline/work.
- Client/Course participant is liable for 50% of the agreed fee if the cancellation – for whatever reason – takes place at least 7 days before the agreed course date/period and 100% of the agreed fee if it takes place thereafter/later (i.e. a period of fewer than 7 days is observed).
- Course participants can be replaced by others if The Client has reported this to Dynamic Attendants in writing before the start of the course.
- The client is liable for 25% of the agreed fee if the cancellation of work – for any reason – takes place at least 7 days before the agreed work and 50% of the agreed fee if it takes place thereafter/later (i.e. a period of fewer than 7 days is observed). If the cancellation is less than 48 hours, 100% of the agreed fee is due.
- The client accepts that all costs incurred in advance of cancellation such as hotel bookings, catering reservations or other matters are for the client’s expenses regardless of the time of cancellation.
Article 7 Fee, travel and accommodation
- The parties can agree on an hourly rate or a fixed fee when the agreement is concluded.
- All rates do not include travel and accommodation costs.
- Positioning travel is standard via economy class, but all (air) travel over 8 hours (e.g. airport to airport) will be via business class.
- Accommodation (hotel) is standard arranged by the client, with a minimum of 3 stars. If the booked accommodation is so bad that our dynamic attendant cannot get a proper night’s sleep there, we will book a new accommodation for him/her and pass the costs on to the client.
Article 8 Prohibition from recruiting staff of Dynamic Attendants
- When Dynamic Attendants proposes Candidate(s) to the Client or presents them to the Client, the Client and its affiliated companies are not permitted to enter into an employment contract with or to perform work on the basis of another type of agreement performed by this Candidate(s), regardless of the nature, name and content of the position. The provisions of the previous sentence apply regardless of whether the natural person with whom an employment contract or another type of agreement has been entered into at that time still qualifies as a Candidate within the meaning of these General Terms and Conditions.
- In the event of a violation of the provisions of this article, the Client owes an immediately due and payable penalty in the amount of three monthly salaries, as estimated by Dynamic Attendants and based on full-time employment, with a minimum of € 10,000.00. This provision does not affect the possibility for Dynamic Attendants to claim compensation.
Article 9 Price and payment
- Payment by Client must be made within 14 days of the invoice date, without discount or settlement by transfer to a bank account to be signed by Dynamic Attendants.
- The client must pay 50 % of the agreed fee in advance unless the parties have agreed otherwise in writing.
- If the Client does not pay the amounts due within the agreed time limit, wrongly, he is entitled to hand over the claim without default in default to Dynamic Attendants in which case the Client will also be liable for reimbursement of out-of-court collection costs, the amount of which is determined at 25% on the first € 15,000.00 and 15% on the rest of the total amount due, and of any legal costs.
- If the Client objects to an invoice from Dynamic Attendants, the Client will indicate this within 14 days of the day drawing of the invoice. The client has up to 14 days after the date of the invoice to justify this objection in writing. If the Client has not complied with the above, the Client is deemed to have accepted the invoice.
- All prices do not include VAT and other levies imposed by the government.
- The payments made by The Client are primarily to satisfy the interest due and extrajudicial collection costs, and secondly to pay for the longest outstanding invoices, even though the Client states that the benefit relates to other claims of Dynamic Attendants.
- The client is not entitled to suspend his payment obligations.
Article 10 Time limits
- Exceeding an agreed (delivery period) does not give the Client the right to cancel the contract, or refuse to accept or pay for services unless he has written to Dynamic Attendants and Dynamic Attendants will not have fulfilled its obligations within this period.
Article 11 Force majeure
- In case of force majeure, the supply and other obligations of Dynamic Attendants are suspended. In this case, Dynamic Attendants is required to deliver as soon as reasonably possible. Force majeure shall be treated as unforeseen circumstances relating to persons and/or material of which Dynamic Attendants are used or engaged in the performance of the agreement, which are such that the implementation of the agreement becomes impossible or so burdensome and/or disproportionately costly that prompt compliance with the agreement cannot reasonably be required of Dynamic Attendants.
- As such circumstances, account should be made, among other things, of government measures, business, traffic and or transport failures, failures in the delivery of a finished product, raw materials and/or devices, illness of deployed personnel, strikes, exclusions, obstacles by third parties, unforeseen technical complications by both parties etc. If Dynamic Attendants has already partially fulfilled its obligations upon entry into force, Dynamic Attendants is entitled to invoice the individual item already delivered separately and the Client is required to comply with this invoice in the case of a separate transaction.
Article 12 Liability
- Except to the extent that this is impossible under Dutch law, any liability of Dynamic Attendants is limited to the amount paid by its liability insurance in the case in question. If, for whatever reason, no payment was allowed by that insurance, any liability is limited to compensation for the direct damage up to the maximum amount of the contract order declared up to the time of the error.
- The total liability of Dynamic Attendants for attributable failure to comply with the contract is limited to compensation for the direct damage up to the maximum amount of the contract sum declared until the time of the error.
- In the case of contracts lasting more than 6 months, the fee shall be limited to a maximum of six months for the previous 6 months.
- The liability of Dynamic Attendants for the attributable failure to comply with the contract arises only if Client Dynamic Attendants defaults without delay and soundly in writing, stating a reasonable period of time to address the shortcoming, and Dynamic Attendants continue to be attributable to the fulfilment of the obligations even after that period.
- Dynamic Attendants is not liable for damage caused by The Client’s failure to provide the correct information that Dynamic Attendants, in its opinion, needs for the proper execution of the agreement.
- Apart from the liability referred to in Article 11(1), Dynamic Attendants has no liability for damages against the Client and/or third parties, regardless of the basis on which an action would be based.
- In any event, a claim shall expire if Dynamic Attendants has not been informed in writing of the claim within one year of the discovery of an event or circumstance that gives rise to or may give rise to liability.
- Participation in a course, training and/or instruction takes place entirely at the risk of the Client and/or participant. Dynamic Attendants is never liable for the damage that Client and/or participant suffer as a result of participation in the course, training or instruction in question.
- Dynamic Attendants is not liable for damages caused to the affairs of Client and/or third parties located near or on the plot where the training, instruction or course is given.
- Dynamic Attendants is not liable for any consequential damage, business damage, indirect damage and/or lost income, regardless of the cause.
- Client exempts Dynamic Attendants from third-party claims, in particular of participants who suffer damages in connection with the performance of the agreement.
- If Dynamic Attendants seconds employees to Client, Dynamic Attendants is not liable for damages as a result of instructions, directions, advice or assignments provided by this employee(s).
Article 13 Intellectual property
- Dynamic Attendants reserves the rights and powers that are consigned to him under the Copyright Act and other intellectual laws and regulations, such as the offers made, the designs, advice, course materials, images, drawings, models and software.
- Dynamic Attendants has the right to use the knowledge increased by the implementation of an agreement on its side for other purposes, provided that this does not involve the strictly confidential information of the Client to the knowledge of third parties.
- In the case of violation of this provision, the Client is liable for an immediate fine of € 5,000.
Article 14 Termination
- Interim termination of an agreement shall be possible only if the parties have expressly agreed in writing or underpayment of the amount due until the original end of the agreement unless another payment has been agreed in writing.
Article 15 Disputes and Legal law
- All legal relations in which Dynamic Attendants are a party shall be governed only by Dutch law, even if an undertaking is carried out in whole or in part abroad or if the party involved in the legal relationship is domiciled there.
- The court in the location of Dynamic Attendants is entitled to take note of disputes in the event of exclusion unless the law requires otherwise. Nevertheless, Dynamic Attendants has the right to present the dispute to the court competent by law.
- All reasonable legal and extrajudicial costs incurred, which result from non-compliance by the Client of obligations arising from the agreement, are at the expense of the Client.
- The applicability of the Vienna Convention is excluded.
Article 16 Final provision
- Dynamic Attendants is authorized to change these terms and conditions. The last registered version of the terms and conditions will apply.
- Where one or more provisions of these terms and conditions are found to be received or destroyed, these terms and conditions shall remain in place for the remainder. In the case of the annulled or destroyed provision(s), a legally valid provision shall replace, which shall be as close as possible to the annulled or destroyed provision(s) as close as possible to content, scope and consequence.
- The client is not entitled to transfer his rights and obligations under the agreement without the prior written consent of Dynamic Attendants.
Article 17 Definitions
For the purposes of these Terms and Conditions, the following capitalized definitions shall have the following meanings:
- Client: the natural or legal person who has instructed Dynamic Attendants to carry out work.
- Dynamic Attendants: listed in the Commerce Department’s trade register under number 70658447.
- Party: Client or Contractor separately.
- Parties: client or contractor together.