General terms of delivery Blue Wave Consulting Company
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Applicability
1.1 The following general terms and conditions are applicable to all offers, assignments and agreements regarding advice or services to be provided by Blue Wave Consulting Company unless otherwise agreed upon in writing between Blue Wave Consulting Company and the client.
1.2 Alles articles are applicable. Changes in, additions to and/or extensions of (parts of) this agreement are only binding in so far as this has been expressly agreed in writing between the parties. -
Offer and conclusion of agreement
2.1 An offer or quotation from the Blue Wave Consulting Company should be regarded as an invitation to potential clients to place an order.
2.2 Offers made by Blue Wave Consulting Company are non-binding and are valid for 60 days.
2.3 An agreement is formed after Blue Wave Consulting Company has accepted an assignment from the client or by Blue Wave Consulting Company executing the agreed upon assignment.
2.4 The subject matter of the agreement is determined by the description of the work included in the written offer. Changes in, additions to and/or extensions of the agreement are only binding after they have been agreed in writing by the parties.
2.5 If during the execution of the agreement the client gives further instructions or wishes to change the existing agreement, this will only be possible if Blue Wave Consulting Company accepts these changes and the client reimburses the costs incurred. -
Execution of the Agreement
3.1 The agreement shall be performed within the (estimated) term stated in the offer in consultation with the client, unless this proves impossible in all reasonableness
3.2 If there is a risk of the term being exceeded, the client will be notified as soon as possible.
3.3 The client is obliged to provide the data and documents required for the agreement in an adequate manner.
3.4 Blue Wave Consulting Company is entitled, after consultation with the client, to change the composition of the project team used to execute the agreement. -
Confidentiality
4.1 Blue Wave Consulting Company is required to maintain the confidentiality of all information received from the client that Blue Wave Consulting Company has been told is confidential or that Blue Wave Consulting Company can reasonably be expected to understand is confidential.
4.2 This confidentiality obligation does not apply to the extent Blue Wave Consulting Company is required to disclose such information by law, the rules of any stock exchange or a court order or any other competent government authority.
4.3 The confidentiality shall apply for a period of 5 years after completion of the assignment.
4.4 The provisions of this article do not apply to data of which Blue Wave Consulting Company was aware prior to granting the assignment, or which were legally obtained from a third party or parties or which were independently obtained by Blue Wave Consulting Company, or which have become (publicly) known, and which are not the result of an act or omission by Blue Wave Consulting Company.
4.5 The responsibilities resulting from this article also extend to the services Blue Wave Consulting Company uses in the execution of the agreement, unless other agreements have been made and the client is aware of them
4.6 When processing personal data, Blue Wave Consulting Company observes the applicable legal provisions. When processing personal data, Blue Wave Consulting Company observes the applicable legal provisions.
4.7 One (electronic) copy of all documents relating to the performed contract shall be retained for legal, IT, legislative and supervisory purposes. -
Rights to results
5.1 The client has full and free disposal over the results of the agreement, as delivered to the client by Blue Wave Consulting Company, unless otherwise agreed upon in writing.
5.2 Blue Wave Consulting Company reserves all intellectual and copyright property rights and the like with regard to the products or services it provides.
5.3 Goods and products delivered by Blue Wave Consulting Company to the client remain its property until all amounts owed to Blue Wave Consulting Company, including those for work performed, have been paid by the client.
5.4 The client is not allowed to use or make available to third parties the services provided as mentioned in section 3 of this article without the prior consent of Blue Wave Consulting Company. -
Cancellation and relocation
6.1 If the assignment is cancelled by the client, the costs already incurred will be charged to the client. If applicable, Article 6.2 shall apply in addition.
6.2 The following applies when an agreed education, training or exercise date is moved or cancelled. If a request is cancelled or postponed within 10 working days prior to the execution date, Blue Wave Consulting Company will charge 100% of the execution costs (‘reserved training capacity’). Between four and two weeks before the execution date, Blue Wave Consulting Company will charge 50% of the execution costs. The execution of the rescheduled activity must take place within 6 months of the original execution date. In all other cases, Blue Wave Consulting Company reserves the right to make a new quotation.
6.3 In case of cancellation of an individual (‘open’) registration for an education, training or practice activity, the following
applies. Cancellation involves the participant cancelling the registration or not participating in one of the training
days (unless it is possible to catch up on the training). We apply the following cancellation policy: After Blue Wave Consulting Company has confirmed your application for a course, you have 14 working days in which to cancel without giving any reason. You can cancel in writing without charge up to 28 working days before the start of the first training day. In the event of cancellation equal to or less than 28 working days before the start of the first training day, 100%
of the training price will be charged (excluding arrangement costs). In the event of cancellation on or less than 8 working days before the start of the first training day, the arrangement costs will also be charged. This cancellation rule does not apply if another employee of your organisation participates in your place.
6.4 Clients (consumers) have the right to cancel the agreement at any time within 14 days of its conclusion, without
charge and without giving any reasons. -
Premature termination
7.1 Within the framework of this agreement, both parties are entitled to terminate the agreement unilaterally. Such a termination needs to be announced in writing and by registered mail. Blue Wave Consulting Company will only make use of this right if it cannot reasonably be expected to complete the agreement due to facts or circumstances beyond its control.
7.2 If the client fails to meet one or more of its obligations, fails to meet them on time or adequately, is declared bankrupt, applies for a (temporary) moratorium, liquidates its business, or if its assets are wholly or partially seized, Blue
Wave Consulting Company shall be entitled to suspend the execution of the agreement or to dissolve the agreement in whole or in part by means of a written statement without prior notice of default, at its own discretion and without prejudice to any right Blue Wave Consulting Company may have to claim compensation for costs,
damages and interest. In these cases, all Blue Wave Consulting Company claims against the client are immediately due and payable.
7.3 Unilateral termination by the client is only possible if this is explicitly provided for in the agreement.
7.4 If the client gives notice of termination, Blue Wave Consulting Company is entitled to be reimbursed for costs incurred in the meantime at the price specified in the agreement and/or the prevailing rates and to a surcharge for loss of
profit.
7.5 Unilateral termination by the client is possible, even if the agreement does not provide for this, if Blue Wave Consulting Company fails to meet any essential requirements of the agreement, but not until the client has sent a written, registered message to this effect, in which Blue Wave Consulting Company is given a reasonable time to meet its requirements. -
Price, rates and payment
8.1 The offer may be made on the basis of “fixed price” or on the basis of “subsequent calculation”. If a “fixed price” is included in the offer, this price shall apply as the agreed price. If the offer does not include a “fixed price”, then
the amount to be paid will be determined on the basis of subsequent calculation in accordance with Blue Wave Consulting Company’s usual rates and methods. If a “guide price” is included in the offer, the amount mentioned is no more than a non-binding estimate of the costs.
8.2 Unless otherwise stated, all amounts mentioned by Blue Wave Consulting Company in offers, order confirmations
and/or agreements are exclusive of sales tax and other government levies.
8.3 The client is obliged to pay in euros within 30 days of the invoice date, unless otherwise agreed in writing in advance.
8.4 If the agreement does not contain any further agreements about the payment conditions, the following rules apply: Fixed price: 50% at the start of the assignment, 50% after completion of the assignment; Subsequent calculation: monthly invoice in arrears.
8.5 Blue Wave Consulting Company is entitled to change its rates and charges annually on January 1. Modified rates and costs apply from the moment they are introduced, unless otherwise agreed.
8.6 In the case of an agreement with a duration of more than one year or in the case of an uninterrupted continuation of agreements that together exceed a duration of one year, Blue Wave Consulting Company’s hourly rate or the agreed upon price will – unless otherwise agreed upon in writing – be adjusted annually on 1 January to at least equal the wage index for financial institutions and business services. This does not apply to assignments with a fixed fee project price.
8.7 Payments must be made by the client without any discount or setoff. The existence of alleged claims, demands and/or complaints against Blue Wave Consulting Company or its group of companies does not relieve the client of its payment obligation(s). If the payment term is exceeded, the client will owe Blue Wave Consulting Company interest on the unpaid invoice amount, equal to the current official ECB Euro deposit rate plus 3.75%, calculated from the day(s) that payment should have been made until the day of payment, without any reminder or notice of
default being required.
8.8 Both judicial and extrajudicial collection costs shall amount to at least € 250.00, which shall be borne entirely by the client if the client fails to make timely and/or full payment. -
Liability
9.1 The results of applying and using the advice and services provided by Blue Wave Consulting Company depend on many factors beyond its control. Although the agreement will be executed to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship, Blue Wave Consulting Company cannot give
any guarantees concerning the results of the advice and services provided by Blue Wave Consulting Company.
9.2 If Blue Wave Consulting Company, or a third party contracted by Blue Wave Consulting Company, makes an error in the execution of an assignment, Blue Wave Consulting Company shall be liable to the client for all damages incurred by the latter insofar as such damage is the direct and immediate consequence of the error made by Blue Wave Consulting Company or the third party contracted. An error is understood to mean: negligence, error, omission or negligence in the execution of the contract which could have been avoided under normal circumstances, with normal knowledge and experience and with due regard for normal alertness and professional
practice.
9.3 Natural persons associated with Blue Wave Consulting Company cannot be held liable in any way in connection with the agreement or its execution.
9.4 The client is required to ensure that no claim or demand of any kind whatsoever related to the agreement or its execution is made or enforced other than by the client against Blue Wave Consulting Company. If natural persons associated with Blue Wave Consulting Company or third parties contracted by Blue Wave Consulting Company
to execute the agreement are nevertheless held liable by the client, they shall be entitled to invoke all rights of defence deriving from the agreement and these general terms and conditions as if they were parties to the agreement.
9.5 The client shall indemnify Blue Wave Consulting Company, its associated natural persons and the third parties contracted to execute the agreement, against all claims from third parties related to the execution of the agreement by Blue Wave Consulting Company, insofar as such claims are more or different than those to which
the client is entitled against Blue Wave Consulting Company.
9.6 Except in the case of intentional acts or omissions by Blue Wave Consulting Company or its managers, Blue Wave Consulting Company’s liability for consequential, indirect or special damages is excluded at all times.
9.7 Blue Wave Consulting Company is not liable for damages of any kind if: the client does not strictly comply with his contractual obligations; the client has made changes to the delivered products that were not authorized by Blue Wave Consulting
Company; the client did not report imperfections immediately so that Blue Wave Consulting Company could not take
appropriate measures to prevent or limit the damage.
9.8 In all cases where Blue Wave Consulting Company is nevertheless obliged to pay damages, these shall never exceed the price agreed upon for the services through or in connection with which the damage was caused.
9.9 Alles claims against Blue Wave Consulting Company, except those acknowledged by Blue Wave Consulting Company, lapse twelve months after the claim arose, but in any case twelve months after the date of Blue Wave Consulting Company’s final invoice. -
Force majeure
10.1 Blue Wave Consulting Company cannot be held liable if and insofar as contracts cannot be fulfilled due to force majeure. Force majeure is understood to be any strange cause or circumstance that should not be at Blue Wave Consulting Company’s risk, including delays at or failures by its suppliers, transport problems and strikes.
10.2 If Blue Wave Consulting Company is unable to execute the agreement (in time) due to force majeure, Blue Wave Consulting Company shall be entitled to execute the agreement at a later date or, in the event of permanent GENERAL TERMS AND CONDITIONS
BLUE WAVE CONSULTING COMPANY impediment, to dissolve the agreement in whole or in part without judicial intervention and without being required to pay the client damages.
10.3 If a conflict of interest arises in any way on the part of Blue Wave Consulting Company during the performance of the assignment, Blue Wave Consulting Company will report this immediately to the client(s). Such a conflict of interest can also arise if several clients request Blue Wave Consulting Company to provide services regarding the same situation. Blue Wave Consulting Company reserves the right to act for one of the parties at all times. In that case, Blue Wave Consulting Company will make every effort to find a suitable service provider for the other party or parties. -
Guarantee
11.1 Warranty obligations shall apply insofar as they have been expressly agreed in writing and for a specific period.
11.2 The warranty consists of the obligation of Blue Wave Consulting Company to repair faults and defects in the product or to perform the service again or to still achieve the set objective.
11.3 The guarantee obligation laid down in the previous paragraphs of this article does not extend to the client’s customers.
11.4 The guarantee obligation shall lapse if:
• client does not strictly comply with its contractual obligations;
• the client has made changes to the delivered products or services that were not authorized by Blue Wave Consulting Company;
• the client has not immediately reported any imperfections to Blue Wave Consulting Company.
11.5 If one of the parties fails to comply with any essential obligation under the agreement, other than as provided for
above, the other party shall send written notice of default and shall give the party in default a reasonable period
of time to fulfil its obligations. If the defaulting party fails to comply with its obligations within the period set, its
rights under the agreement shall lapse and the other party shall no longer be bound to comply with any obligation
resting on it. -
Competent court and applicable law
12.1 Alles disputes arising from the agreement or any related agreements will be settled by the competent court in Rotterdam, to the exclusion of any other forum, unless a dispute is subject to the jurisdiction of a Dutch district court or Blue Wave Consulting Company prefers another competent court.
12.2 Dutch law is applicable to all relations between Blue Wave Consulting Company and the client.