Article 1. Scope
- These general terms and conditions apply to all offers, agreements and confirmation orders of Frank Garten BV, whether or not made in writing, with respect to its services.
- Unless otherwise agreed in writing between Frank Garten BV and Clients, the provisions of these terms and conditions shall also fully apply to any offer, agreement and/or order confirmation that builds on or results from an earlier agreement.
- Any terms and conditions of the Client shall not apply unless Frank Garten BV has expressly accepted these in writing.
Article 2. Definitions
Frank Garten BV: the private company with limited liability ‘Frank Garten BV’ based in Utrecht.
Client: the natural or legal person to whom the service is offered.
Assignment: The agreement between Frank Garten BV and the Client pursuant to which the service is performed at the Client.
Article 3. Conclusion of agreements
- All quotations made by Frank Garten BV are without obligation and valid for a period of 14 days, unless the quotation states a different period for acceptance.
- An Assignment is, after acceptance of the offer by the Client, concluded only after both the Client and Frank Garten BV have signed the relevant quotation.
Article 4. Amendments and additions
Changes in the content of an assignment or an addition thereto are effective only if concluded in writing between Frank Garten BV and the Client.
Article 5. Contents of the agreement / confirmation order
The agreement or confirmation order as referred to in Article 3.2 shall contain at least the name of the Client/Company, the address and place of the Client/Company, specification of Hour/daily rates and specification of other costs
Article 6. Invoices and Rates
- All the amounts stated in the quotation or assignment are exclusive of VAT.
- Notwithstanding the other provisions of this article, the invoices of Frank Garten BV shall be calculated on the basis of the agreed number of ours / days advised and the agreed rates. Frank Garten BV shall send an invoice within two weeks after completion of the Assignment. If the duration of the assignment is longer than one month, Frank Garten BV shall send monthly invoices to the Client.
- If at any time the rate increases resulting from generally applicable governmental actions and/or changes in taxes or social charges, the higher rate shall be charged to the Client at the date of entry.
- Complaints concerning (the amount of) the invoice must be made in writing within 8 days after the invoice date to Frank Garten BV. After the expiry of this deadline, the Client has forfeited his rights in this matter.
Article 7. Payment
- The Client is obliged to pay the invoice of Frank Garten BV within 14 days after the date of invoice, unless another payment period has been agreed with the Client and specified in the quotation.
- Only payments to Frank Garten BV or a legal person authorised by Frank Garten BV to collect invoices, invoke discharge of the payment obligation. Payment must be made without set-off or suspension for whatever reason.
- If the invoice of Frank Garten BV has not been paid within deadline referred to in paragraph 1 of this Article, the Client shall after expiry of that period, without any notice of default or demand for payment, be obliged to pay an interest of 1 % per calendar month or, if higher, the statutory (commercial) interest on the unpaid amount. Part of a calendar month equals in this context an entire calendar month.
Article 8. Collection costs
- If the client is in default or fails to fulfil any of its obligations, all reasonable costs incurred to obtain payment shall extrajudicially be borne by the Client. If Client fails to pay a sum of money in time, he forfeits an immediately payable penalty of 15% on the outstanding amount. A minimum of € 50.00 applies in this case.
- If Frank Garten BV has incurred higher expenses, which were reasonably necessary, these shall also be reimbursed.
- Any reasonable judicial and execution costs shall also be borne by the Client.
- The Client shall pay interest on the collection charges.
Article 9. Confidentiality
Frank Garten BV ensures confidentiality regarding all information and knowledge on business matters of the Client of which Frank Garten BV and/or any deployed consultants will take notice during the implementation of these general terms and conditions and the resulting Assignments.
Article 10. Liability
- Frank Garten BV in respect of its performance – including advice and including crossing delivery times and/or lack of performance – shall only be liable if it has not observed the care that may be expected of a reasonably competent and reasonably acting professional.
- If Frank Garten BV would be liable, the liability shall be limited to direct damages. Frank Garten BV is not liable for consequential damages, including resulting damages, lost profits, lost savings and damage due to business stagnation.
Frank Garten BV is in no way liable for damages of whatever nature, if Frank Garten BVhas caused these damages as a result of false or incomplete information provided by the Client.
- The liability of Frank Garten BV is limited to a maximum of the invoiced amount, and limited to that part of the Assignment to which the liability relates.
Liability is always limited to the amount that the insurer will provide to Frank Garten BV in the occurring event.
- Direct damage solely includes:
- the reasonable costs to establish the cause and extent of the damage, where the establishment relates to damage under these conditions;
- any reasonable expenses incurred to let the performance of Frank Garten BV meet the agreement, unless this cannot be attributed to Frank Garten BV;
- reasonable costs incurred to prevent or minimize damage, insofar as the Client demonstrates that said costs have led to the limitation of direct damage under these conditions.
- Contrary to the provisions of article 9 paragraph 3, with respect to an Assignment with a term longer than six months, liability is further limited to the fee that covers the last six months, immediately prior to the announcement of the damage to Frank Garten BV.
The limitations of liability for direct damages in these terms and conditions shall not apply if the damage results from intent or gross negligence by Frank Garten BV.
Article 11.Training and Coaching
The provisions of Article 11 only apply if the Assignment is a single consultancy assignment, a workshop, training and/or coaching assignment, and insofar as has been quoted and agreed on based on half-day or day rates. Upon rescheduling/cancellation of the Assignment or parts thereof including individual sessions, the following costs will be charged:
- Upon rescheduling/cancellation more than 21 days prior to start, no charges apply.
- Upon rescheduling/cancellation between 14 and 21 days prior to start, 50% of the costs will be charged.
- Upon rescheduling/cancellation between 7 and 14 days prior to start, 75% of the costs will be charged.
- Upon rescheduling/cancellation within 7 days prior to start, 100% of the costs will be charged.
If preparation time is separately quoted and already executed at the moment of rescheduling/ cancellation, 100% of these costs will be charged in the event of rescheduling/cancellation unless the session is rescheduled to a date within one month from the date on which Frank Garten BV has been informed about the change.
Additional costs, including accommodation and travel expenses borne by Frank Garten BV, shall be fully charged (100%) in the event of rescheduling/cancellation.