Terms and conditions
GENERAL CONDITIONS FOR THE PROVISION OF SERVICE OF: BREEDWISE2.0 BV
having its office and principal place of business at Gerard Smuldersstraat 64, 5966 NT, The Netherlands, hereinafter to be called: BREEDWISE."
1. Definitions
Article 1. In these general conditions the following words have the following meaning: BREEDWISE: the user of these general conditions; The principal: the other party.
Article 2. Applicability of these conditions
1. Insofar as not explicitly provided otherwise by the parties in writing, these conditions will apply to each offer and each agreement between BREEDWISE and the principal in respect of which BREEDWISE has declared these conditions applicable.
2. The present conditions will also apply to all agreements with BREEDWISE, for the execution of which third parties must be involved.
3. The nullity of any condition does not bar the validity of the other conditions.
Article 3. Offers
1. Unless a term for acceptance has been stated in the offer, all our offers are without obligation.
2. Unless indicated otherwise, offers made by BREEDWISE are without obligation and remain valid for 14 days (2 weeks). BREEDWISE will only be bound by the offer if the other party has confirmed the acceptance thereof in writing within 14 days (2 weeks).
3. Unless indicated otherwise, the prices stated in the offers are exclusive of VAT.
4. Unless indicated otherwise, cost estimates are exclusive of VAT. No rights can be derived from cost estimates.
Article 4. Execution of the agreement
1. BREEDWISE will reach the agreement to the best of its knowledge and ability. It will do so in accordance with the requirements of good workmanship and based on state of the art at that moment.
2. If and insofar an adequate execution of the agreement so requires, BREEDWISE has the right to have the work carried out by third parties. Costs charged by the relevant third party will be charged on to the principal.
3. The principal must ensure that BREEDWISE is timely provided with all information it indicates as necessary, or of which the principal reasonably ought to understand that it is necessary for the execution of the agreement. If BREEDWISE is not timely provided with such information, it is entitled to suspend the execution of the agreement and/or charge the principal for the additional costs arising from the delay, calculated based on the usual fees.
4. Unless BREEDWISE should have known that the information provided by the customer is incorrect or incomplete, it is not liable for damage of whichever nature caused by its departing from such incorrect and/or incomplete information.
5. If it has been agreed that the contract will be executed in phases, BREEDWISE may suspend the components forming part of the next phase until the principal has approved the results of the preceding phase in writing.
Article 5. Accountability and liability
1. BREEDWISE shall not be liable to the client for loss or damage of (mis-)information, documentation, and/or materials, and will be in no case accountable for direct and indirect costs, damage or misbehavior, connected to the assignment and offer as agreed (for its own consultants, trainers and/or third parties).
2. In case of failures and/or nonconformities caused by BREEDWISE the maximum refund will be limited to the offer and/or invoice or declaration (excluding VAT).
3. The principal indemnifies BREEDWISE against all claims from third parties, including legal assistance costs, that in any way relate to the assignment or arising from the work done for the principal, except in cases of intent or gross negligence in the part of BREEDWISE.
4. The principal indemnifies BREEDWISE against all third-party claims regarding infringement of intellectual property rights held by those third parties in relation to the goods/information provided by the principal.
5. BREEDWISE will in no event be liable for not observing/processing existing patent registrations which are relevant to the principal, nor for damage of whichever nature arising from or connected with unobserved patent registrations.
Article 6. Changes
1. If during the execution of the agreement changes or supplements to the work to be carried out turn out to be necessary, BREEDWISE will adjust the agreement accordingly and inform the principal thereof as soon as possible.
2. If the agreement is changed or supplemented, the date of completion may be influenced consequently. BREEDWISE will also inform the principal thereof as soon as possible.
3. BREEDWISE will inform the principal in advance if there are financial consequences or consequences as regards the quality attached to the change or supplement to the agreement.
4. In the event of a fixed fee, BREEDWISE will indicate to which extent the change or supplement to the agreement causes this fee to be exceeded.
Article 7. Confidentiality
Both parties are obliged to observe confidentiality in respect of all confidential information obtained from each other or a different source in the framework of their agreement. Information is in any event regarded as confidential if the other party has so stated, or if this arises from the nature of the information.
Article 8. Intellectual property
1. Without prejudice to the provision of article 7 of these conditions, BREEDWISE reserves the rights and powers it has under the Copyright Act.
2. All documents provided by BREEDWISE, such as reports, advice, designs, drafts, drawings, software, etc. are exclusively intended to be used by the principal and may not be published or revealed to third parties by the principal without BREEDWISE prior permission thereto.
3. Insofar as in doing so no confidential information is revealed to third parties, BREEDWISE also reserves the right to use the knowledge that has increased by the execution of the work for other purposes.
4. The principal indemnifies BREEDWISE against all third-party claims arising from or connected with intellectual property rights.
Article 9. Termination
Unless explicitly provided otherwise in writing, agreements concluded with BREEDWISE may not be terminated prematurely.
Article 10. Dissolution of the agreement
1. Claims of BREEDWISE on the principal are immediately due and payable in the following cases:
- if circumstances which have come to BREEDWISE's knowledge after the conclusion of the agreement give BREEDWISE reasons to fear that the principal will not fulfil its obligations.
- if at the conclusion of the agreement BREEDWISE has requested the principal, to provide security for the fulfilment and this security has not been provided or is not sufficient.
2. In the above-mentioned cases BREEDWISE is also entitled to suspend the further execution of the agreement or to proceed to dissolution, all this without prejudice to BREEDWISE’s entitlement to compensation.
Article 11. Defects, term for complaints
1. Within 8 days after discovery, but not later than 14 days after the completion of the relevant work/phase of the project, the principal must notify BREEDWISE in writing of any complaints regarding the work carried out.
2. If the complaint is founded, BREEDWISE will carry out the work as agreed yet, unless in the meantime this has become demonstrably pointless to the principal. The principal must notify BREEDWISE thereof in writing.
3. If it is no longer possible or has become pointless to provide the service as agreed as yet, BREEDWISE will only be liable within the boundaries of article 15. "
Article 12. Fees
1. Unless a fixed fee is agreed, the fee is established on a time-spent basis. It is calculated according to BREEDWISE’s customary hourly rates that apply to the period during which the work is executed, unless an hourly rate in derogation thereof has been agreed.
2. BREEDWISE is entitled to a down payment. It may stipulate that the agreed work will not commence before the down payment has been received.
3. Possible cost estimates are exclusive of VAT.
4. In respect of commissions having duration of more than one month, the payable costs may be charged periodically.
5. BREEDWISE is entitled to charge the principal for the travelling expenses it reasonably has had to make. BREEDWISE must specify the charged costs as much as possible.
Article 13. Payment
1. Payment must take place within 14 days (2 weeks) from the invoice date, in a manner contrary to BREEDWISE and in the currency in which it is invoiced.
2. After expiry 14 days (2 weeks) from the invoice date the principal will be in default; from the moment of commencement of the default the principal must pay an interest of 1% per month unless the legal interest is higher, in which case the legal interest will apply.
3. Payments by the principal will first be applied to settle all interest and costs payable and subsequently those invoice amounts which have been outstanding for the longest period, even though the principal has stated that the payment relates to later invoices.
Article 14. Collection costs
1. If the principal fails to fulfil one or more of its obligations, all reasonable costs incurred to obtain an out-of-court settlement are for the account of the principal. The principal must at any event pay BREEDWISE the out-of-court costs in conformity with the report.
2. Extrajudicial collection costs are fixed in advance at 15% of the invoice amount, with a minimum of €250.00 (excluding VAT), in cases where collection is carried out through third-party involvement.
3. All claims that BREEDWISE has against the client become immediately due and payable if and insofar as the client is in default of payment, is in breach, or in the event of bankruptcy, WSNP (Debt Restructuring for Natural Persons), application for suspension of payment, or cessation or liquidation of the business.
4. If BREEDWISE makes it plausible that it has incurred higher costs which were reasonably necessary, these costs also qualify for payment.
Article 15. Force Majeure
1.In addition to the provisions with regard thereto under the law or under the law of precedent, Force Majeure will mean in these conditions all external causes, whether or not envisaged, on which BREEDWISE cannot exercise any influence, but because of which BREEDWISE is unable to fulfil its obligations. Force Majeure will in any event include sickness.
2. BREEDWISE is also entitled to rely on Force Majeure if the circumstance preventing such (further) fulfilment occurs after BREEDWISE should have complied with its commitment.
3. During the Force Majeure BREEDWISE’s obligations are suspended. If the period during which due to the Force Majeure BREEDWISE is unable to fulfil its obligations exceeds a period of 2 months, both parties are entitled to dissolve the agreement without being obliged to pay any compensation to each other.
4. If at the commencement of the Force Majeure BREEDWISE has already fulfilled its obligations in part or is only able to do so in part, it is entitled to invoice the part already executed or the part it is able to fulfil separately, and the principal must pay this invoice as if it concerned a separate contract. This, however, does not apply if the part already executed or the part that can be executed has no independent value.
Article 16. Cancelations of the offer.
1. Cancellation of a signed offer the principal is free of charge up to six weeks before the start of the consultancy/training program. For consultancy and training programs or sessions with an international character, an eight-week cancellation period applies. After that, the full price is due.
2. In the event of cancellation by the principal after confirmation by Breedwise, the full fee as defined in the offer is due. If BREEDWISE cancels, a new date will be arranged jointly.
3. BREEDWISE reserves the right to exclude participants from further participation in the consultancy or training program if their behavior or other actions disrupt the normal course of the program or project. Exclusion does not affect any obligation to pay the fees as defined in the offer.
Article 17. Laws and regulations.
1. Applicable law All agreements between BREEDWISE and the principal are governed by Dutch law.
2. All disputes arising from the agreements shall be submitted in the first instance to and adjudicated by the Court of The Hague
