General Terms & Conditions

In these general terms and conditions the following terms mean:

• Client: the natural or legal person who has commissioned the Contractor to perform work.
• Contractor: Pathuis Management BV, established at Mannagras 9, 8043 KC Zwolle, the Netherlands, registered with the Chamber of Commerce under number 68943768.
• Work: all work to be performed by the Contractor for the Client pursuant to the assignment and accepted by the Contractor, as well as all work arising from it for the Contractor.
• Agreement: the oral or written agreement under which the Contractor commits to the Client to perform work.
• Documents: all information and data provided to the Contractor by the Client, orally or in writing, on any medium (paper, CD-ROMs, hard drives, email, digital environments, whether or not hosted by third parties), as well as data prepared or collected by the Contractor in the course of performing the Agreement, and any other matter of relevance to the performance or completion of the Agreement.

1.These general terms and conditions apply to all offers, quotations, assignments, legal relationships and agreements, however named, under which the Contractor commits or will commit to perform work for the Client, as well as to all work arising from them for the Contractor.

2.Derogations from and additions to these general terms and conditions are valid only if expressly agreed in writing.

3.In the event of conflict between these terms and the order confirmation, the terms set out in the order confirmation prevail.

4.The applicability of the Client’s own terms is expressly rejected.

5.Together with these terms, the Agreement constitutes the entire understanding between the Client and the Contractor regarding the work for which it is concluded. All prior agreements or proposals between the parties on this subject lapse.

1.The Client shall provide all Documents that the Contractor considers necessary for the proper performance of the assignment: (a) in the required form, (b) in the required manner, and (c) in a timely fashion. The Contractor determines what is understood by required form, required manner and timely.

2.The Client warrants the accuracy and reliability of the Documents provided, including those originating from third parties, insofar as the nature of the assignment does not require otherwise.

3.Additional costs and hours incurred by the Contractor, as well as other damage suffered by the Contractor as a result of the Client not, not timely, or not adequately providing the necessary Documents, are for the Client’s account and risk.

4.Upon the Client’s first request, the Contractor shall return all original Documents provided by the Client.

1.The Contractor shall perform the Agreement to the best of its ability and with due regard for applicable law and regulations.

2.The Contractor determines the manner in which the Agreement is performed.

3.The Contractor is entitled to have work performed by a third party designated by the Contractor.

4.If a deadline or date has been agreed within which the assignment must be performed, and the Client fails to (a) make an advance payment if agreed, or (b) make the necessary Documents available in a timely, complete, and required form and manner, the Client and the Contractor shall agree on a new deadline or date within which the assignment must be performed.

5.Deadlines within which the work must be completed are to be considered strict deadlines only if expressly and in so many words agreed between the parties.

1.Save for statutory disclosure obligations, the Contractor is bound to confidentiality towards third parties not involved in the performance of the assignment. This confidentiality covers all information of a confidential nature made available by the Client and the results obtained from processing it. An exception applies where the Contractor acts on its own behalf in disciplinary, civil or criminal proceedings in which the information may be relevant.

2.The Contractor is entitled to use numerical results obtained after processing for statistical or comparative purposes, provided the results cannot be traced back to an individual Client.

1.Performance of the Agreement by the Contractor does not entail the transfer of intellectual property rights vested in the Contractor. All intellectual property rights arising during, or resulting from, the performance of the Agreement belong to the Contractor.

2.The Client is expressly prohibited from reproducing, disclosing or exploiting products in which the Contractor’s intellectual property rights are vested, or products over which the Contractor has acquired usage rights, including but not limited to computer programmes, system designs, methods, advice, (model) contracts, templates, macros and other intellectual products.

3.The Client may not make the products referred to in paragraph 2 available to third parties without the prior written consent of the Contractor, other than to obtain an expert opinion on the Contractor’s performance of the work. In that case, the Client shall impose the obligations under this article on the third parties it engages.

1.If the parties cannot, cannot in time, or cannot properly fulfil their obligations under the Agreement as a result of a cause not attributable to them — including but not limited to illness, computer network disruptions, and other disturbances in the normal course of business — those obligations are suspended until the Contractor is able to perform in the agreed manner.

2.Force majeure means circumstances not attributable to the Contractor’s fault and which under law, legal act, or common practice do not fall to the Contractor’s account. In addition to this statutory and case-law definition, force majeure also includes all external causes, foreseen or unforeseen, over which the Contractor has no control but which prevent the Contractor from fulfilling its obligations.

1.The Contractor’s fee consists of a pre-determined amount, or is calculated on the basis of rates per unit of time worked by the Contractor, and is payable to the extent that work has been performed for the Client. If a fixed amount has been agreed, the Client is additionally liable for a rate-based fee insofar as the work exceeds what was foreseen in the Agreement.

2.The fee is independent of the outcome of the assignment.

3.In addition to the fee, expenses incurred by the Contractor and invoices from third parties engaged by the Contractor are charged to the Client.

4.The Contractor is entitled to request an advance from the Client.

5.If fees or prices change after the Agreement is concluded but before it is fully performed, the Contractor is entitled to adjust the agreed rate accordingly.

6.The fee, increased where applicable by advances, invoices from engaged third parties, and expenses, is invoiced to the Client every 7 days, 14 days, or monthly, at the Contractor’s discretion. The Contractor may at any time change a chosen invoicing frequency.

7.Fee estimates regarding the work must be provided in writing and expressly, and are without obligation and non-binding.

1.Payment by the Client of amounts due to the Contractor must be made within 14 days of the invoice date, without any deduction, discount or set-off, unless the parties have agreed otherwise. The day of payment is the day on which the amount is credited to the Contractor’s account.

2.If the Client fails to pay within the strict period referred to in paragraph 1, the Client is in default by operation of law and the Contractor is entitled to charge contractual interest of 3 percent per quarter from that moment. Where the Client is in default, all claims of the Contractor under the Agreement become immediately payable.

3.If the Client fails to pay within the period referred to in paragraph 1, the Client is liable for all judicial and extrajudicial (collection) costs incurred by the Contractor. Extrajudicial costs are set at a minimum of 15 percent of the amount claimed, with a minimum of €250. Reimbursement of costs incurred is not limited to any cost order determined by a court.

4.Payments made by the Client are always applied first to interest and costs due, and then to the oldest outstanding invoices, even if the Client states that payment relates to a later invoice.

5.Where an assignment is given jointly, the Clients are each jointly and severally liable to the Contractor for payment of the invoice amount, interest, and costs. Where the Contractor performs work for a Client belonging to a group or partnership, all entities belonging to that group or partnership are jointly and severally liable.

6.If, in the Contractor’s opinion, the Client’s financial position or payment conduct gives cause, or if the Client fails to pay an advance or invoice within the applicable payment period, the Contractor is entitled to require the Client to provide (additional) security without delay in a form to be determined by the Contractor. If the Client fails to provide the required security, the Contractor is entitled — without prejudice to its other rights — to immediately suspend further performance of the Agreement, and all amounts owed by the Client on any basis whatsoever become immediately payable.

1.A complaint regarding the work and/or the invoice amount must be submitted to the Contractor in writing within 14 days of the date of dispatch of the invoice, documents, or information concerned, or within 14 days of discovery of the defect — provided the Client demonstrates that it could not reasonably have discovered the defect earlier — on pain of forfeiture of the right of action.

2.A complaint as referred to in paragraph 1 does not suspend the Client’s payment obligation.

1.The Contractor is not liable for damage to the Client caused by delayed handling of the work resulting from suspension.

2.Save in the case of intent or gross negligence, and with due regard for what is otherwise provided in this article, the Contractor is not liable for damage to the Client arising because the Client has provided inaccurate or incomplete Documents to the Contractor.

3.The Contractor is not liable for any consequential damage, business loss or indirect damage resulting from non-performance, late performance or improper performance by the Contractor.

4.The Contractor’s liability is limited to the maximum of the assignment costs.

5.The Client is obliged to take damage-limiting measures. The Contractor is not liable for damage to or loss of Documents during transport or postal shipment, whether the transport or shipment is carried out by or on behalf of the Client, the Contractor or third parties.

6.The Client indemnifies the Contractor against third-party claims for damage caused because the Client has provided no, inaccurate or incomplete Documents to the Contractor.

7.The Client indemnifies the Contractor against third-party claims arising from the performance of the assignment that result from acts or omissions of the Client or from unsafe situations in its business or organisation.

1.The Client and the Contractor may terminate the Agreement (interim) at any time without observing a notice period. If the Agreement ends before the assignment is completed, the Client owes the fee corresponding to the hours reported by the Contractor for work performed for the Client.

2.Termination must be made in writing.

3.If (interim) termination is by the Client, the Contractor is entitled to compensation for capacity loss incurred by the Contractor that can plausibly be demonstrated, as well as for additional costs already incurred and costs arising from cancellation of engaged third parties.

4.If (interim) termination is by the Contractor, the Client is entitled to the Contractor’s cooperation in transferring work to third parties, unless there is intent or deliberate recklessness on the part of the Client that compels the Contractor to terminate. The right to such cooperation is conditional on the Client having paid all underlying outstanding advances or invoices.

1.After a careful balancing of interests, the Contractor is entitled to suspend performance of all its obligations — including the release of Documents or other items to the Client or third parties — until all claims due on the Client have been fully satisfied.

2.Paragraph 1 does not apply to Documents of the Client that have not (yet) undergone processing by the Contractor.

1.Unless otherwise provided in these general terms and conditions, the Client’s rights of action and other powers against the Contractor arising from the performance of work by the Contractor lapse in any case one year after the moment at which the Client became aware, or could reasonably have become aware, of the existence of those rights and powers. This period does not apply to the ability to file a complaint with the authorities designated for complaint handling and/or a Disputes Council.

1.During performance of the assignment the Client and the Contractor may communicate by electronic means.

2.The Client and the Contractor are not liable to each other for damage that may arise to either of them as a result of the use of electronic means of communication, including but not limited to damage resulting from non-delivery or delayed delivery of electronic communication, interception or manipulation of electronic communication by third parties or by software or hardware, transmission of viruses, and failures in the telecommunications network or other means required for electronic communication, save insofar as the damage is the result of intent or gross negligence.

3.Both the Client and the Contractor shall do or refrain from doing everything that may reasonably be expected of each of them to prevent the aforementioned risks.

4.Data extracts from the sender’s computer systems constitute conclusive evidence of (the content of) the electronic communication sent by the sender, unless rebutted by the recipient.

1.If the Contractor performs work at the Client’s location, the Client shall provide a suitable workplace that complies with the statutory occupational safety (ARBO) standards and other applicable law and regulations on working conditions. The Client shall ensure that the Contractor is provided with office space and other facilities that the Contractor deems necessary or useful to perform the Agreement and that comply with all applicable (statutory) requirements. With regard to (computer) facilities made available, the Client is obliged to ensure continuity, among other things by means of adequate backup, security and virus-control procedures.

1.The Agreement is governed by Dutch law.

2.The applicability of the Vienna Sales Convention is excluded.

3.The court in the place where the Contractor is established has exclusive jurisdiction to hear disputes, unless the law mandates otherwise.

1.If any provision of these general terms and conditions or of the Agreement should be wholly or partly invalid and/or unenforceable — pursuant to a statutory provision, a judicial ruling, or otherwise — this shall not affect the validity of all other provisions of these terms or the Agreement.

2.If a provision of these terms or of the Agreement should be invalid for a reason as referred to in the previous paragraph but would be valid if it had a more limited scope or effect, the provision shall, in the first instance, automatically apply with the most far-reaching limited scope or effect with which it is valid.

3.Without prejudice to paragraph 2, the parties may at their discretion enter into consultation to agree new provisions to replace the invalid or annulled provisions. In doing so, they shall adhere as closely as possible to the purpose and scope of the invalid or annulled provisions.

Pathuis Management BV
Mannagras 9, 8043 KC Zwolle, the Netherlands
Chamber of Commerce: 68943768
Email: info@logipath.nl
Phone: +31 (0)6 10 37 55 58