Contents

  1. Definitions
  2. Agreement and quotations
  3. Performance by third parties
  4. Performance of the assignment
  5. Changes in the assignment
  6. Cooperation with the client
  7. Confidentiality
  8. Intellectual property
  9. Pricing
  10. Payment terms
  11. Complaints and investigations
  12. Performance period
  13. Termination
  14. Liability
  15. Indemnification third parties
  16. Expiration date
  17. Contract transfer
  18. Applicable law

1. Definitions

In these General Terms and Conditions, the following terms shall have the following meanings:

  1. Contractor: Murtada al Mousawy, established in Spijkenisse and registered in the register of the Chamber of Commerce Rotterdam under registration number 61680540.
  2. Client: the natural or legal person with whom Murtada al Mousawy has concluded an agreement. It also refers to the person who enters or is in negotiations with Murtada al Mousawy in this respect, as well as his representative(s), authorised representative(s), successor(s) in title and heirs.
  3. Agreement: the agreement concluded between the Contractor and the Client with regard to the provision of services and/or the delivery of products.
  4. In writing: in these General Terms and Conditions, "in writing" includes e-mail and online confirmation, provided that the identity of the sender and the integrity of the message are sufficiently established.

2. Agreement and quotations

  1. Offers made by the contractor are based on the information provided by the client. The client guarantees that he has provided all essential information for the design, execution and completion of the order in a timely and truthful manner.
  2. All quotations and offers of the contractor are free of obligation, unless a term for acceptance has been set in the quotation. If no deadline for acceptance has been set, no rights whatsoever can be derived from the offer or quotation.
  3. The agreement shall be deemed to have been concluded from the date of signature by the contractor or the date on which the order confirmation is sent in writing by the contractor to the client.
  4. The agreement is entered into for an indefinite period of time, unless it follows from the content, nature or scope of the assignment that it was entered into for a definite period of time.

3. Performance by third parties

  1. To the extent necessary for the proper execution of the agreement, the Contractor is entitled to have part of the assignment carried out by third parties.
  2. The applicability of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
  3. The persons engaged in connection with the execution of the client's assignments and who wish to limit their liability in connection therewith shall be authorised to accept such limitations of liability, also on behalf of the client, in respect of all assignments given to the contractor. Any liability on the part of the contractor for shortcomings on the part of this auxiliary person engaged is excluded.

4. Performance of the assignment

  1. In the performance of the assignment, the Contractor shall abide by the care of a good Contractor.
  2. With the agreement, the contractor assumes an obligation to perform to the best of his ability and therefore does not give any guarantee regarding the results of the assignment, unless explicitly stipulated otherwise.

5. Changes in the assignment

  1. Changes in the assignment made or requested by the client that could not be foreseen by the contractor and cause additional work will be paid by the client to the contractor in accordance with the rate agreed in the agreement. Additional work will also be deemed to have taken place if, as a result of the provision of incorrect or incomplete information by the client, the contractor is required to reorganise its planned work. The contractor shall charge the client for the costs of additional work on the basis of subsequent calculation.
  2. Any changes to the performance of the assignment that are requested by the client after the order has been given must be notified by the client to the contractor on time and in writing. If they are given verbally, the risk of implementation of the changes will be borne by the client.
  3. Changes that are made to an assignment that has already been initiated may result in the contractor exceeding the originally agreed delivery time.

6. Cooperation with the client

  1. The customer will always, on request or otherwise, provide all relevant information to the contractor that he needs for the correct execution of the order given to him.
  2. If data necessary for the execution of the agreed assignment have not been made available by the client, or have not been made available on time or in accordance with the agreements made, or if the client has not fulfilled his (information) obligations in any other way, the contractor is entitled to suspend the execution of the agreement.
  3. In order to ensure that the assignment is carried out properly and as far as possible in accordance with the timetable, the client shall make employees of his own organisation available in good time, unless the nature of the assignment dictates otherwise. The client must ensure that his personnel have the right skills and experience to be able to carry out the work.
  4. If and to the extent that the contractor so requests, the employer will provide the contractor with its own workspace with internet access at its location free of charge, unless the nature of the order dictates otherwise.
  5. If as a result of the Client's failure to provide personnel, requested information, documents and facilities, or to do so in a timely or proper manner, additional costs are incurred by the Contractor, these costs shall be borne by the Client.

7. Confidentiality

  1. The client and the contractor undertake to keep confidential all information that is considered confidential they have obtained from each other or from another source within the context of the agreement. Information is deemed to be confidential if this has been reported by the other party or if this results from the nature of the information.
  2. If the contractor is obliged to disclose confidential information by virtue of a statutory provision or a judicial decision to third parties designated by law or by the competent court and the contractor cannot invoke a right to refuse to give evidence in this respect, the contractor is not obliged to pay damages or compensation and the client is not entitled to dissolve the agreement on the grounds of any damage that may have arisen as a result.
  3. The client and the contractor shall impose their obligations under this article on any third parties they engage.

8. Intellectual property

  1. Reports or documents that are provided in connection with consulting or research work for the client by the contractor fall within the scope of the Copyright Act 1912 (The Netherlands).
  2. All models, works and/or inventions developed by the contractor for the client are and remain the property of the contractor. This also includes all intellectual property rights, including but not limited to copyrights, design rights and/or patent rights.
  3. All documents provided by the contractor on behalf of the customer, such as reports, computer programs, system designs, working methods, advice and contracts, can be used by the customer and can be multiplied by the customer for his own use in his own organisation. Documents provided by the contractor may not be disclosed, duplicated or exploited by the client or brought to the knowledge of third parties without the contractor's prior written consent, unless the nature of the documents provided dictates otherwise.
  4. The contractor reserves the right for deploying results obtained based on the assignment for their own use or for third parties, for as long the interest of the client is not impaired.

9. Pricing

  1. If, after the conclusion of the agreement, but before the assignment has been carried out in full, factors determining the rate (e.g. wages or prices) undergo a change, the contractor will be entitled to adjust the previously agreed rate accordingly.
  2. Client is entitled to dissolve the order if the annual increase is more than 20%. If the power to increase the rate results from a power under the law, then the client is not entitled to dissolve the contract.
  3. The contractor's fee is exclusive of: expenses incurred by the contractor, invoices of third parties engaged, VAT and other levies which are or may be imposed by the government.

10. Payment terms

  1. Payment must be made within 28 days of the invoice date in a manner to be indicated by the contractor in euros. Objections to the amount of the invoices do not suspend the payment obligation.
  2. If the client fails to pay an invoice on time, the client shall be in default and by operation of law owe statutory interest. Client shall then owe interest for each month, or part of a month, whereby part of a month shall be regarded as the entire month. The interest on the amount due and payable will be calculated from the moment that the client is in default until the moment of payment of the full amount due.
  3. In the event of liquidation, (request for) bankruptcy, admission of the principal to statutory debt restructuring pursuant to the "Wet Schuldsanering Natuurlijke Personen", attachment or (provisional) suspension of payments of the client, the claims of the contractor against the client shall become immediately due and payable.
  4. Payments first serve to reduce the costs, then to reduce the accrued interest and finally to reduce the principal sum and the accrued interest.
  5. The contractor may, without being in default as a result, refuse a request of payment if the client designates a different order for the allocation of the payment. The contractor may refuse full payment of the principal sum if the accrued interest and collection costs are not also included in the payment.
  6. The client is not entitled to offset the amount owed by him to the contractor.
  7. If the client is in default or in default in the (timely) fulfilment of his obligations, all reasonable costs incurred in obtaining extrajudicial settlement shall be borne by the client. The extrajudicial costs shall be calculated on the basis of what is customary in the Dutch collection practice, currently the calculation method according to Rapport Voorwerk II.
  8. The contractor may at all times require further assurance, failing which the contractor may suspend the execution of the agreement. If this requirement is not met to the contractor's satisfaction, the contractor has the right to suspend or refuse the execution of all agreements with the client, without being obliged to pay any compensation and without even renouncing his other rights under this agreement or the law.

11. Complaints and investigations

  1. Complaints with regard to the work performed or with regard to the invoice amount must be reported by the client to the contractor in writing no later than two weeks after completion of the work, in the absence of which all claims against the contractor will lapse.
  2. Complaints as referred to in the first paragraph shall not suspend the client's payment obligations.
  3. If and to the extent that a complaint is honoured, the client will have the choice between adjusting the fee charged, or correcting or re-performing the rejected work free of charge. If the performance of the work has become demonstrably pointless, the client will be entitled to a refund in proportion to the fee already paid by the client.

12. Performance period

  1. If within the duration of the assignment a term has been agreed for the completion of certain work, this is never a strict deadline. If the term of execution is exceeded, the client must give the contractor written notice of default.

13. Termination

  1. Either party may terminate the agreement at any time in the interim, in writing, with due observance of a reasonable period of time.
  2. If the client has terminated the contract prematurely, the contractor will be entitled to compensation on account of the loss of capacity utilisation that has arisen and is to be demonstrated, based on the average monthly invoice amount up to that point, unless the termination is based on facts and circumstances that can be attributed to the contractor. The provisional results of the work carried out up to that point will be made available to the client, subject to certain conditions.
  3. In the event that one of the parties becomes bankrupt, applies for a suspension of payments or ceases business operations, the other party has the right to terminate the agreement prematurely without observing a notice period.
  4. In the event of premature termination by the contractor, the customer is entitled to cooperation from the contractor with regard to the transfer of work yet to be carried out to third parties. If the transfer of the work involves additional costs for the contractor, these will be charged to the contractor.

14. Liability

  1. The contractor is not liable for damage of any nature whatsoever caused by the fact that the contractor has relied on incorrect and/or incomplete information provided by or on behalf of the client.
  2. Should the contractor be liable for any damage, the liability of the contractor shall be limited to a maximum of the amount of the invoice, or at least to that part of the amount to which the liability relates.
  3. The contractor's liability shall in any case always be limited to the monthly invoiced amount.
  4. Except in the event of intent or gross negligence, the contractor is only liable for direct damage.
  5. Direct damage is understood to mean only the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to bring the contractor's defective performance into line with the agreement, insofar as these can be attributed to the contractor, and reasonable costs incurred to prevent or limit damage, insofar as the client can demonstrate that these costs have led to the limitation of direct damage within the meaning of these general terms and conditions.
  6. The contractor shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.

15. Indemnification third parties

  1. The client indemnifies the contractor against possible claims by third parties who suffer damage in connection with the execution of the agreement and the cause of which can be attributed to parties other than the contractor.
  2. The client is obliged to assist the contractor both in and out of court if the contractor is sued on the basis of the first paragraph of this article and to immediately do everything that may be expected of him in that case. If the client fails to take adequate measures, the contractor is entitled to do so itself, without any notice of default being required. All costs and damage incurred by the contractor and third parties as a result of this shall be entirely at the expense and risk of the client.

16. Expiration date

  1. Contrary to the statutory limitation periods, the limitation period for all claims and defences of the customer against the contractor shall be one year.

17. Contract transfer

  1. The client is not entitled to transfer any obligation under the agreement to third parties without the written permission of the contractor. Insofar as the contractor has already given written permission for a contract to be taken over, the customer remains at all times liable, in addition to this third party, for the obligations arising from the agreement of which these general terms and conditions form a part.
  2. Furthermore, in so far as the contractor has already given written permission for a contract to be taken over, the client must inform the contractor thereof in advance and the contractor has the right to terminate the agreement by the date on which the transfer will take place. The contractor is not obliged to pay any compensation in this respect.

18. Applicable law

  1. This agreement is governed by Dutch law.
  2. All disputes arising between the parties in connection with this agreement and its implementation shall exclusively be submitted to the competent court in the contractor's place of residence.