Standard International terms and conditions
The standard terms and conditions of our company – KAAP consulting – are applicable to all our international quotations, offers and agreements.
In these Terms: “The Company” means KAAP consulting (registered in the Netherlands);
“THE COMPANY’S STANDARD CHARGES” means the charges shown in the Company’s brochure, other published literature relating to the Specified Service and/or Product from time to time;
“CONTRACT” means the contract for the provision of the Specified Service and/or Product;
“DOCUMENT” includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form;
“INPUT MATERIAL” means any Documents or other materials, and any data or other information provided by the Principal relating to the Specified Service and/or Product;
“OUTPUT MATERIAL” means any Documents or other materials, and/or any data or other information provided by the Company relating to the Specified Service and/or Product;
“PRINCIPAL” means the person named on the Specification Sheet for whom the Company has agreed to provide the Specified Service and/or Product in accordance with these Terms;
“SPECIFIED SERVICE and/or Product” means the service to be provided by the Company for the Principal.
The headings in these Terms are for convenience only and shall not affect their interpretation.
Supply of the Specified Service and/or Product
The Company shall provide the Specified Service and/or Product to the Principal subject to these Terms. Any changes or additions to the Specified Service and/or Product or these Terms must be agreed in writing by the Company and the Principal.
These Terms shall prevail over any inconsistent terms or conditions contained, or referred to, in the Principal’s purchase order, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Principal, or implied by trade custom, practice or course of dealing.
The Principal’s purchase order, or the acceptance of a quotation for the Specified Service and/or Product by the Company, constitutes an offer by the Principal to purchase the Specified Service and/or Product on these Terms. No offer placed by the Principal shall be accepted by the Company other than: by a written acknowledgement issued and executed by the Company; or (if earlier) by the Company starting to provide the Specified Service and/or Product, when a contract for the supply and purchase of the Specified Service and/or Product on these Terms will be established. The Principal’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
Quotations are given by the Company on the basis that no Contract shall come into existence except in accordance with clause 2.3. Any quotation is valid for a period of 30 days from its date, provided that the Company has not previously withdrawn it.
Where the Specified Service consists of the provision of a number of repeated benchmarks, such benchmarks shall be commenced at intervals not exceeding 24 months.
The Principal shall at its own expense supply the Company with all necessary Documents or other materials, all necessary data or other information and with access to the relevant personnel of the Principal in relation to the Specified Service and/or Product, within sufficient time to enable the Company to provide the Specified Service and/or Product in accordance with the Contract. The Principal shall ensure the accuracy of all Input Material.
The Principal shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Principal’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Principal in writing.
The Principal shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Principal from the time of delivery to or to the order of the Principal.
The Specified Service and/or Product shall be provided in accordance in accordance with the Company’s current brochure or other published literature relating to the Specified Service and/or Product from time to time, subject to these Terms.
Further details about the Specified Service, and advice or recommendations about its provision or utilization, which are not given in the Company’s brochure or other promotional literature, may be made available on written request.
The Company may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Specified Service and/or Product without any liability to the Principal.
The Company may at any time without notifying the Principal make any changes to the Specified Service and/or Product which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
Subject to any special terms agreed, the Principal shall pay the Company’s Standard Charges and any additional sums which are agreed between the Company and the Principal for the provision of the Specified Service or which, in the Company’s sole discretion, are required as a result of the Principal’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Principal.
The Company’s Standard Charges shall be reviewed on each anniversary of the commencement of the Specified Service (“Review Date”).
All charges quoted to the Principal for the provision of the Specified Service and/or Product are exclusive of any Value Added Tax, for which the Principal shall be additionally liable at the applicable rate from time to time. The Company shall be entitled to invoice the Principal following the end of each month in which the Specified Service is provided, or at other times agreed with the Principal.
The Company’s Standard Charges and any additional sums payable shall be paid by the Principal (together with any applicable Value Added Tax, and without any set-off or other deduction) within 14 days of the date of the Company’s invoice.
If payment is not made on the due date, the Company shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4 % above the base rate from time to time of our Bank from the due date until the outstanding amount is paid in full.
Rights in Input Material and Output Material
The property and any copyright or other intellectual property rights in: any Input Material shall belong to the Principal. Any Output Material shall, unless otherwise agreed in writing between the Principal and the Company, belong to the Company, subject only to the right of the Principal to use the Output Material for the purposes of utilizing the Specified Service and/or Product.
Publication of the Output Material by the Principal shall be subject to the consent of the Company and copies of the Output Material made by the Principal shall be for internal use only. Any Input Material or other information provided by the Principal which is so designated by the Principal and any Output Material shall be kept confidential by the Company, and all Output Material or other information provided by the Company which is so designated by the Company together with all techniques and operation methods of the Company shall be kept confidential by the Principal; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
The Principal warrants that any Input Material and its use by the Company for the purpose of providing the Specified Service and/or Product will not infringe the copyright or other rights of any third party, and the Principal shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.
Subject to paragraph 4.3, the Company warrants that any Output Material and its use by the Principal for the purposes of utilizing the Specified Service and/or Product will not infringe the copyright or other rights of any third party, and the Company shall indemnify the Principal against any loss, damages, costs, expenses or other claims arising from any such infringement.
As between the Company and the Principal, all research methods, including those developed or adopted by the Company on the instructions of the Principal shall be owned by the Company.
Warranties and Liability
The Company warrants to the Principal that the Specified Service and/or Product will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with and at the intervals and within the times referred to in the Specification Sheet. Where the Company supplies in connection with the provision of the Specified Service and/or Product any goods (including Output Material) supplied by a third party, the Company does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Principal the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Company.
The Company shall have no liability to the Principal for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Principal which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or no arrival, or any other fault of the Principal.
Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Terms, the Company shall not be liable to the Principal by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service and/or Product or their use by the Principal, and the entire liability of the Company under or in connection with the Contract shall not, in the case of claims which relate to the supply of Services which are provided for six months or less, exceed the amount of the Company’s charges for the provision of the Specified Service and/or Product and in case of claims which relate to the supply of Services which are provided for more than six months shall not exceed the amount of the Company’s charges for the provision of the Specified Services for the preceding six month period, except as expressly provided in these Terms.
The Company shall not be liable to the Principal or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Specified Service and/or Product, if the delay or failure was due to any cause beyond the Company’s reasonable control. Time shall not be of the essence for the performance of the Specified Service and/or Product.
A person who is not a party to the Contract shall not have any rights under or in connection with it, the Company shall not be liable for losses suffered by third parties which result from the Principal’s use of the Output Material and the Principal shall indemnify and keep indemnified the Company from any claim against the Company arising out of or in connection with the use of the Output Material by a third party.
Duration and Termination
The Specified Service shall continue to be supplied for the period set out in the Specification Sheet or until the number of benchmarkt set out in the Specification Sheet have been completed (as applicable).
Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with its creditors or enters administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986).
These Terms constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
Nothing in these Terms shall prevent the Company from providing services similar to or the same as the Specified Services to any other customer notwithstanding that such customer may be a competitor of the Principal.
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
Dutch law shall apply to the Contract, and the parties agree to submit to the exclusive jurisdiction of the Dutch court