1. Definitions
The following terms are used in these terms and conditions:
- Service Provider: JOUHAR EXPERTISE BUREAU, established at Oostergracht 42 in Soest, The Netherlands, registered with the Dutch Chamber of Commerce under number 82552754.
- Client: the natural person or legal entity that has engaged the Service Provider to perform work.
- Work: all work for which an engagement has been given, or which is carried out by the Service Provider on any other basis, including work that is not performed at the express request of the Client.
- Agreement: any arrangement between the Client and the Service Provider for the performance of work by the Service Provider on behalf of the Client.
2. Applicability
These terms and conditions apply to all offers, quotations, work, agreements and delivery of services by or on behalf of JOUHAR EXPERTISE BUREAU. Deviations from these terms and conditions are only valid if they have been expressly agreed upon in writing or electronically.
The applicability of any purchase conditions or other conditions of the Client is expressly rejected. Should any provision of these terms and conditions be void or annulled, the remaining provisions shall remain in full force and effect.
3. Offers and quotations
All offers and quotations of JOUHAR EXPERTISE BUREAU are without obligation, unless expressly stated otherwise in the offer. An offer or quotation has a validity period of 30 days, unless otherwise indicated.
JOUHAR EXPERTISE BUREAU cannot be held to its quotations if the Client can reasonably understand that the quotation, or any part thereof, contains an obvious error or clerical mistake.
4. Performance of the agreement
JOUHAR EXPERTISE BUREAU shall perform the agreement to the best of its knowledge and ability and in accordance with the standards of good professional practice, based on the current state of knowledge at the relevant time.
JOUHAR EXPERTISE BUREAU reserves the right to have certain work performed by third parties. JOUHAR EXPERTISE BUREAU shall not be liable for shortcomings of such third parties.
The Client shall ensure that all data which JOUHAR EXPERTISE BUREAU indicates are necessary, or which the Client should reasonably understand are necessary for the performance of the agreement, are provided to JOUHAR EXPERTISE BUREAU in a timely manner. If the data required for performance are not provided in time, JOUHAR EXPERTISE BUREAU shall be entitled to suspend performance and/or to charge the Client for additional costs arising from the delay.
5. Client obligations
The Client shall ensure that all data and documents which JOUHAR EXPERTISE BUREAU deems necessary for the correct execution of the engagement are provided in a timely manner and in the form and manner requested by JOUHAR EXPERTISE BUREAU.
The Client warrants the accuracy, completeness and reliability of the data and documents made available to JOUHAR EXPERTISE BUREAU, even where these originate from third parties.
The Client is obliged to inform JOUHAR EXPERTISE BUREAU without delay of facts and circumstances that may be relevant to the correct performance of the engagement.
6. Fees and costs
All fees are exclusive of value added tax (VAT) and other government-imposed levies, unless stated otherwise. The fee of JOUHAR EXPERTISE BUREAU is calculated on the basis of time spent multiplied by the agreed hourly rate, unless a fixed fee has been agreed.
JOUHAR EXPERTISE BUREAU is entitled to adjust its fees annually. If the Client does not agree with the adjustment, the Client shall have the right to terminate the agreement as of the date on which the new fees take effect.
Costs incurred by JOUHAR EXPERTISE BUREAU in the context of the engagement, including travel expenses, accommodation costs, third-party costs and levies, shall be charged separately.
All fees, quotes and invoices of JOUHAR EXPERTISE BUREAU are denominated in euros (EUR). Payment must be made in euros; any exchange-rate differences or bank charges arising from payment in another currency are borne by the Client.
7. Payment terms
Payment must be made within 14 days of the invoice date, in a manner to be specified by JOUHAR EXPERTISE BUREAU, in euros (EUR), unless otherwise agreed in writing.
If the Client fails to make timely payment of an invoice, the Client shall be in default by operation of law. The Client shall then owe statutory commercial interest. All reasonable costs of obtaining payment out of court (collection costs) shall also be borne by the Client. The extrajudicial collection costs shall be calculated in accordance with the Decree on compensation for extrajudicial collection costs.
In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, the claims of JOUHAR EXPERTISE BUREAU against the Client shall become immediately due and payable.
8. Duration and termination
The agreement is entered into for an indefinite period, unless the nature or purport of the engagement entails that it has been entered into for a definite period.
Either party may terminate the agreement in writing at any time, subject to a notice period of one calendar month, unless otherwise agreed in writing. Ongoing work shall be wound down in a reasonable manner upon termination. The Client shall be obliged to pay the fee for all work performed up to the date of termination.
JOUHAR EXPERTISE BUREAU shall be entitled to terminate the agreement with immediate effect if the Client, despite written notice, fails to fulfil its obligations under the agreement.
9. Suspension and dissolution
JOUHAR EXPERTISE BUREAU shall be entitled to suspend the fulfilment of its obligations or to dissolve the agreement if:
- The Client fails to fulfil the obligations under the agreement, in full or in a timely manner.
- After conclusion of the agreement, circumstances come to the attention of JOUHAR EXPERTISE BUREAU that give good reason to fear that the Client will not fulfil its obligations.
- The Client was requested at the time of conclusion of the agreement to provide security for the fulfilment of its obligations and such security is not forthcoming or is insufficient.
Furthermore, JOUHAR EXPERTISE BUREAU shall be entitled to dissolve the agreement if circumstances arise of such a nature that performance of the agreement is impossible, or if circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be required of JOUHAR EXPERTISE BUREAU.
10. Force majeure
JOUHAR EXPERTISE BUREAU shall not be obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not attributable to fault, and which is not for its account by virtue of the law, a legal act or generally accepted practice.
Force majeure in these terms and conditions is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, over which JOUHAR EXPERTISE BUREAU has no influence, but which prevent JOUHAR EXPERTISE BUREAU from fulfilling its obligations. This includes, among other things: government measures, disruptions in the energy supply, disruptions in electronic communication networks, fire, explosion, pandemic and serious illness of the Service Provider or its staff.
If the force majeure situation continues for more than 60 days, either party shall have the right to dissolve the agreement in writing.
11. Confidentiality
Both parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from other sources in the context of their agreement. Information is deemed confidential if so designated by the other party or if this follows from the nature of the information.
The confidentiality obligation does not apply to the extent that disclosure of information is required by a statutory provision or a court order.
JOUHAR EXPERTISE BUREAU is bound by professional rules and legislation to maintain the confidentiality of all data and information provided by the Client. This confidentiality obligation shall remain in force after termination of the agreement.
12. Liability
JOUHAR EXPERTISE BUREAU shall not be liable for damage arising from incorrect and/or incomplete data provided by the Client.
The liability of JOUHAR EXPERTISE BUREAU is in all cases limited to the amount paid out by the professional liability insurance of JOUHAR EXPERTISE BUREAU in the case concerned, plus the amount of the excess that is not borne by the insurer under the terms of the policy.
If, for any reason whatsoever, no payment is made under the professional liability insurance, all liability shall be limited to the invoice amount for the engagement to which the liability relates, subject to a maximum of the amount invoiced to the Client over the preceding twelve months.
JOUHAR EXPERTISE BUREAU shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings, diminished goodwill and damage due to business interruption.
The limitations of liability set out in this article shall not apply if the damage is attributable to wilful misconduct or gross negligence on the part of JOUHAR EXPERTISE BUREAU.
13. Indemnification
The Client shall indemnify JOUHAR EXPERTISE BUREAU against claims by third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to the Client.
If JOUHAR EXPERTISE BUREAU is held liable by third parties, the Client shall be obliged to assist JOUHAR EXPERTISE BUREAU both out of court and in court and to take all measures that may be expected of the Client in such circumstances without delay. Should the Client fail to take adequate measures, JOUHAR EXPERTISE BUREAU shall be entitled to take such measures itself. All costs and damage thereby arising shall be borne entirely by the Client at the Client's risk.
14. Intellectual property
All documents produced by JOUHAR EXPERTISE BUREAU, such as reports, advice, agreements, models, designs, templates and calculations, are intended exclusively for use by the Client and may not be reproduced, published or brought to the attention of third parties by the Client without the prior written consent of JOUHAR EXPERTISE BUREAU.
The copyright in the works produced by JOUHAR EXPERTISE BUREAU rests with JOUHAR EXPERTISE BUREAU, unless otherwise agreed in writing.
15. Complaints procedure
Complaints about the work performed must be reported by the Client in writing to JOUHAR EXPERTISE BUREAU within 14 days of discovery, but no later than 60 days after completion of the work concerned.
JOUHAR EXPERTISE BUREAU shall deal with the complaint on its merits as soon as possible, but no later than within 30 days, and shall inform the Client in writing of the outcome. If the complaint is well-founded, JOUHAR EXPERTISE BUREAU shall perform the work as agreed, unless this has demonstrably become pointless for the Client.
The submission of a complaint does not suspend the Client's payment obligation.
16. Limitation period
All claims against JOUHAR EXPERTISE BUREAU that have not been submitted to JOUHAR EXPERTISE BUREAU in writing within twelve months of their arising shall lapse upon the expiry of this period.
17. Applicable law and disputes
All agreements between the Client and JOUHAR EXPERTISE BUREAU are governed exclusively by the laws of the Netherlands.
The parties shall only have recourse to the courts after they have made every effort to settle a dispute by mutual consultation. Disputes shall be submitted to the competent court in the district of Midden-Nederland.
The Vienna Convention on the International Sale of Goods (CISG) is expressly excluded.
18. Amendment of terms and conditions
JOUHAR EXPERTISE BUREAU reserves the right to amend or supplement these terms and conditions. Amendments shall also apply to agreements already concluded, subject to a period of 30 days after written notification of the amendment.
If the Client does not wish to accept a proposed amendment, the Client shall have the right to terminate the agreement as of the date on which the new terms and conditions take effect.
