General Conditions DIASPORA CONSULTING GROUP Partnership
Section 1 CONCEPT DEFINTION
In these general conditions are presumed:
- Diaspora Consulting Group Partnership: as partnership and assignment taker
b. Client: The natural person or corporation who assigns a mandate to the assignment taker in order to accomplish activities.
- Assignment: All activities which have been assigned, or which Diaspora Consulting Group will execute.
The previous is applicable in the broadest sense of the word and includes at least the activities mentioned in the confirmed assignment.
Section 2 GENERAL
Unless agreed otherwise, these conditions are applicable to all offers, tenders, services and agreements between Diaspora Consulting Group (hereafter DCG):
- DCG and the Client.
- Incase one or more clauses of these general conditions haven been excluded, DCG and the client will agree on substitute clauses or conditions. Thereby taking into account the aim and scope of the original conditions. In the event of uncertainty/doubt regarding the meaning of the conditions, than the meaning must be considered in the spirit of the concerning condition(s).
- In the event a situation occurs between parties not covered by the general conditions, the event will be judged in the spirit of the general conditions.
- In the event DCG doesn’t require strict compliancy with the conditions, it doesn’t imply that these conditions are not applicable. The right to require strict compliance with these conditions is reserved by DCG.
Section 4 THE AGREEMENT AND AMENDMENTS THERETO/HEREON
- Based on information provided by the client, DCG will estimate the duration of the assignment as thoroughly as possible and include it in the tender. In the event the estimated duration is not feasible, DCG will inform the client accordingly.
- The term mentioned under “a”, under no conditions should be considered a fatal term. In the event DCG exceeds the term, the client can request compliancy of the agreed term, but DCG should be granted a reasonable term to fulfill its obligations.
- DCG will execute the agreement to its best knowledge, capabilities and in accordance with the requirements of good workmanship.
- DCG can’t be hold reliable for any damage, whatsoever, because DCG relied upon incomplete/incorrect information provided by the client.
- DCG has the mandate to involve third parties in the execution of certain tasks. The applicability of articles/sections 7:404, 7:407 lid 2 en 7:409 of the Civil Code are excluded explicitly.
- In the event DCG or third parties contracted by DCG will work on location of the client or at a location assigned by the client, the client will provide the necessary facilities without charge. The client is also responsible for the employees of DCG or third parties involved by DCG.
- DCG is authorized to execute the assignment in different phases and to invoice these phases accordingly. DCG will specify these phases in the invoices on a best effort base.
- DCG can temper the execution of next phases until the client has approved the results of the previous phase in written.
- The client will submit all necessary requirements to DCG. In the event DCG doesn’t receive these requirements in time, DCG is authorized to suspend the execution of the assignment and charge the client with the costs related to the assignment in accordance with the prevailing rates. The term of execution will only start after the client has submitted the data to DCG.
- If during the execution of an assignment it becomes evident adjustments or supplements are necessary for the proper execution of the agreement, parties will decide with mutual consent to modify the agreement. Changes in the nature, scope or content of the agreement, might have impact on the original agreed amount and the agreed execution time. In these cases, the modification or supplement of the agreement should be recorded in written.
- Without being in default, an adjustment request can be rejected with motivation by DCG.
- If the client is in default regarding his obligations towards DCG, DCG can hold the client responsible for both direct an indirect losses and/or damage towards DCG.
- DCG is allowed to compensate agreed rates due to adaption of wages and costs in the course of the execution of an assignment.
- Furthermore DCG is allowed to increase the agreed fees due to circumstances that could not be foreseen at the beginning of the contract.
- In the event the increase of rates exceeds 10% of the agreed sum and inquires within three months of the conclusion of an agreement, the client (based on article 5 section 3 of book 6 of the Civil Code) is entitled to cancel the agreement by means of a written statement,
– DCG is willing to execute the agreements based on the original conditions;
– the increase of rates is the consequence is driven by legal obligations.
Section 5 SUSPENSIONS, DISSOLUTION AND INTERMEDIATE TERMINATION
- DCG is allowed to cancel or suspend its obligations within the agreement, if:
– the client doesn’t comply or not in time complies with obligations within the agreement.
– DCG, after the closing of the deal, becomes aware of information that give good reason to fear that the client won’t be able to fulfill its obligations.
– The client is requested to grant security at the conclusion of the agreement to fulfill his obligations and this security fails or DCG can no longer guarantee it’s original obligation towards the client due to delays caused by the client.
- DCG is allowed to cancel the agreements in case circumstances occur that don’t allow, DCG to fulfill its obligations or conditions occur where DCG reasonably can’t be hold responsible to comply with its obligations
- If the agreement is terminated, the claims of DCG towards the client are immediately due. If DCG suspends fulfillment of its obligations, DCG retains his rights under the law and the agreement.
- If DCG proceeds to suspension or dissolution DCG is in no way liable for damages or costs it incurred in anyway.
- If the dissolution is attributable to the Client, DCG shall be entitled to compensation for damages, including direct and indirect costs it generates.
- If the client does not comply with obligations from the agreement and this failure justifies termination, then DCG is entitled to terminate the agreement with immediate effect and without any obligation to pay any damages or compensation, while the Client, is liable for damages or compensation by virtue of default.
- If the agreement is terminated by DCG before the agreed expiration date, DCG will ensure, in consultation with the Principal for transfer of additional work to third parties.
- As for DCG the transfer of the work entails additional costs for DCG, and this will be charged to the Client. The Client shall pay such costs within the period mentioned before.
- In the case of i) liquidation, ii) application for suspension of payments or bankruptcy, iii) seizure – If and insofar as the attachment is not lifted within three months – at the expense of the Customer, iv) debt or v.) Another circumstance that the client can no longer freely dispose of its capital, DCG is free to terminate the agreement with immediate effect, terminate or cancel, without any obligation to pay any compensation or damages. The claims of DCG to the Client in that case become immediately due and payable.
- If the Client cancels an order wholly or partially, than the costs incurred for this work will be fully charged to the Client.
Section 9. INDEMNIFICATION
- The Client indemnifies DCG any claims by third parties who suffer loss in connection with the execution of the agreement and whose cause other than attributable to DCG. As could be addressed under DCG on that by third parties, the Client shall assist DCG both outside and in within the law and immediately do everything that may be expected in that case from him. Should the Client fail to take adequate measures, then DCG without notice, entitled to do so himself. All costs and damages on the part of DCG and third parties, are for the account and risk of the Client.
Section 12. INTELLECTUAL PROPERTY
- DCG reserves the rights and powers which he is entitled under the Copyright Act and other laws and regulations in the field of intellectual property. DCG is allowed to use the increased knowledge from her side for other purposes as long as strictly confidential information of the client is not shared with third parties.
- Certification Schemes, recognition schemes and other related documents are copyrighted property of DCG, unless otherwise agreed in writing.
Section 13. LOCATION OF TERMS
- These conditions are filed with the Chamber of Commerce in Amsterdam on November 27 under the number 61,244,562.
- Applicable is the version that was filed at the time of the creation of the legal relationship with DCG.
Section 14. APPLICABLE LAWS AND DISPUTES
- All legal relationships which DCG is part of, Dutch law will apply. The applicability of the Vienna Sales Convention is expressly excluded.
- The judge in the place of establishment of DCG has exclusive jurisdiction to hear actions, unless the law requires otherwise.
- Parties will only then appeal to the court after they have done the utmost effort to resolve a dispute by means of mutual agreement.
- If an applicant or certificate holder is dissatisfied with the way in which treatment is done by DCG, also including dissatisfaction with the audit team, reporting or certification or audit process, it is possible to present a complaint. Handling of these complaints will be in accordance with a by DCG established grievance procedure which is published on the website of DCG (www.diasporaconsultinggroup.org).