Where the following terms are used in these conditions, the following meaning must be attributed to them. Assignment: an agreed piece of work or task for Creetion for the benefit of the Client Client: the (legal) person who has given an assignment to Creetion as well as its legal successor (s) Creetion: Creetion BV, with its registered office in Breda and the office in Breda Oude Vest 9, postal code 4811 HR. Project support: making Creetion staff available on the basis of an assignment for a specific calendar period or the realization of a specific project at the Client.
These General Terms of Delivery consist of two parts:
- General provisions
- Special Conditions regarding “Project Support”
Article 1: GENERAL / APPLICATION
- These general terms and conditions apply to all agreements between the Client and Creetion, respectively their legal successors, and also to the negotiations, offers and quotations underlying those agreements, unless explicitly deviated from in writing.
- The Client with whom Creetion has once entered into an assignment agreement with the applicability of these general terms and conditions is deemed to tacitly agree to the applicability of these general terms and conditions to any additional or subsequent agreement.
Article 2: OFFERS / QUOTATIONS
- All offers, quotes and prices of Creetion, wherever published or however made, are always without obligation, unless explicitly stated otherwise in writing. 2. Creetion’s offers and quotations are based on the information provided by the Client and the latter guarantee that they have provided all essential information to the best of their knowledge. Creetion’s offer and quotations are valid for thirty days after which they are deemed to have been withdrawn in the event of non-acceptance.
Article 3: FORMATION OF CONTRACT OF CONTRACT
- After written acceptance of an offer or quotation by Creetion by the Client, the assignment agreement as referred to in Section 7: 400 of the Dutch Civil Code is concluded between the parties.
- The order has no content other than that stated by Creetion in the order confirmation of Article 1 of the Special Conditions for Project Support.
- The Client may not transfer all or part of the rights and / or obligations ensuing from the assignment agreement without the express prior written approval of Creetion to a third party or third parties.
- Changes or changes to the assignment will only bind the parties if these changes or changes have been agreed in writing by the parties.
Article 4: AFTER-ACTION
- The provisions of these general terms and conditions and the order confirmation continue to apply until there is a renewed agreement or the agreement has ended.
Article 5: CONTESTING CLAUSES
- In the event that these general terms and conditions and the order confirmation contain mutually contradictory terms, the terms included in the order confirmation will apply.
Article 6: APPLICABLE LAW / DISPUTES
- Dutch law applies exclusively to every agreement between Creetion and the Client. 2. All disputes between Creetion and the Client under an agreement will exclusively be submitted to the competent court at the choice of Creetion.
SPECIAL CONDITIONS FOR PROJECT SUPPORT
Article 1: PROJECT SUPPORT
- At least the following is recorded in each order confirmation:
a. The nature / content of the project or the project work;
b. The position and possibly name of the employee (s) who will carry out the project work;
c. The rate, excluding sales tax;
d. The duration of the agreement and the minimum number of hours to be performed in a working week; e. The contact person of both Creetion and the Client.
- Where the order confirmation explicitly states that renewal is possible or where the situation at the Assignments jeopardizes important objectives or deadlines (for example, shifts of live data), the parties will immediately consult for a renewed commitment.
- Creetion has an obligation to make every effort that the personnel, as referred to in paragraph 1, have the expertise and craftsmanship that can be expected by the Client for the assignment in usual circumstances.
- Creetion ensures that the project work is performed by reliable, adequately trained, experienced and competent employees. 5. Creetion reserves the right to replace individual employees on the assignment. To this end, Creetion will immediately consult with the Client.
Article 2: LIABILITY
- Under the legal relationship existing between them, Creetion can only be liable to the Client for direct damage and all insofar as there is intent or gross negligence on the part of Creetion. Creetion is never liable for indirect damage, such as consequential and business damage, loss of income, loss of turnover.
- If and insofar as any liability rests on Creetion, for whatever reason, the liability is at all times limited to the amount that is paid out under the liability insurance held by Creetion. If, for whatever reason, the insurer does not pay out, or if the damage is not covered by the insurer, liability is limited to the value of the contract from which the damage arose, with a maximum of € 100,000.
- The liability described in this article also applies if Creetion is liable for errors by third parties engaged by Creetion.
- If a party falls short in the fulfillment of the obligations under an agreement, the other party will give the negligent party notice of default in writing, whereby the negligent party is given a reasonable period to still fulfill its obligations. The aforementioned term has the character of a deadline. If Creetion is temporarily prevented from fulfilling its obligations due to circumstances beyond Creetion’s control and the sphere of risk of Creetion, Creetion is authorized to suspend the execution of the agreement for the duration of the foreclosure.
Article 3: INVOICING / OVERTIME / PAYMENT
- Invoicing to the Client by Creetion takes place on a monthly basis. On request, Creetion will add the time registration reports of individual employees approved by the Client as an invoice attachment.
- Travel costs for commuting are not charged by Creetion. Travel expenses outside commuting as well as other expenses can be invoiced at rates to be agreed upon and after prior written approval from the Client.
- Payment by the Client to Creetion takes place in accordance with the standard payment term of 30 days, as specified on the invoice.
- The agreed rate for the project work to be carried out by the Creetion employee applies to normal working days between 7:30 am and 6:00 pm. If there is a daily rate, this relates to eight working days, excluding any breaks, unless a different arrangement is agreed between Creetion and its Client. 5. Overtime can be charged by Creetion to the Client with a surcharge, only after prior written permission from the Client. 6. A rate change in the event of a job change requires explicit approval from the Client.
Article 4: CONFIDENTIALITY
- Creetion acknowledges that the information which becomes known to it in the context of the execution of an assignment is of a confidential nature. 2. Creetion undertakes, both during and after termination of this agreement, to make every effort which is reasonably possible, to ensure secrecy with regard to all data and knowledge regarding the business affairs, system data, end users and company and customer data of the Client. , which was taken notice of during the assignment. 3. In the context of the assignment to be performed, Creetion is obliged to have its employees sign an individual confidentiality statement at the request of the Client.
Article 5: INTELLECTUAL PROPERTY RIGHTS
- Creetion will transfer all intellectual property rights that arise in the context of the execution of the assignment to the Client. 2. Creetion will not reproduce, disclose or in any way exploit products, including working methods, advice and other mental products of the Client.
Article 6: RELATIONSHIP PROVISION – PROHIBITION OF PERSONNEL ACQUISITION
- The Client (including the clients of the Client for which activities are performed) is not permitted to enter into direct or indirect agreements with employees of Creetion during the assignment, as well as for a period of one year after termination or completion thereof, or by Creetion hired parties, without having obtained prior written permission from Creetion.
Article 7: FINE PROVISION
- In the event of a breach by the Client of Article 6, the Client forfeits, without prior notice of default, an immediately payable fine to Creetion of € 25,000 for each violation, as well as an immediately payable fine to Creetion of € 5,000 for each day. that the violation continues. 2. The provisions of paragraph 1 of this article also apply to the Client in the event of a violation of a provision of article 4 and / or 5 of these general terms and conditions. 3. Apart from the above, Creetion reserves the right to claim full compensation and / or to initiate legal measures.
Article 8: TERMINATION AND DISSOLUTION AGREEMENT
- The agreement ends by operation of law, without notice being required, after expiry of the term stated in the order confirmation or extension of that term, if an option period has been used, or, if applicable, after the realization of the project described. 2. The parties have the right to prematurely terminate the agreement with due observance of a period of 1 month starting on the first day of the following month. Cancellation must be made in writing to the other party.