Terms and conditions

Article 1 Applicability

1. In these terms and conditions, “other party” or “client” means: any (legal) person who has placed an order with the contractor, or has concluded or wishes to conclude an agreement with it and, apart from this, its representative (s), authorized representative (s), assignee (s) and heirs.
2. The general terms and conditions apply to all offers, offers and/or agreements and/or legal relationships that are entered into by the contractor with a client in the context of carrying out the work.
3. Deviations from and additions to these general terms and conditions only apply if they have been agreed in writing between the parties.
4. Changes to these terms and conditions must be explicitly confirmed in writing by the contractor.
5. Standard terms and conditions used by the client do not apply unless they have been accepted in writing by the contractor.
6. If a situation occurs between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.

Article 2. Confidentiality

1. Workflow Heroes undertakes and guarantees its client to maintain complete confidentiality with regard to all information provided by the client to Workflow Heroes. Information can include: written documents, work instructions, computer files, conversations, client data and organizational data in the broadest sense of the word, hereinafter referred to as “information”. Workflow Heroes undertakes and guarantees its client to maintain complete confidentiality with regard to all information provided by the client to Workflow Heroes. Workflow Heroes and the client are both obliged to ensure that this information is kept and treated confidentially in such a way that it is not accessible to third parties.

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Article 3. Definitions

For the purposes of these terms and conditions, the capitalized definitions below have the following meanings:

1. Documents: all information or data provided by the Client to the Contractor; all data produced or collected by the Contractor in the context of the execution of the Assignment/Agreement; and all other information of any relevance to the execution or completion of the Assignment. The aforementioned information may or may not be stored on (im) material data carriers and may or may not be stored with third parties;
2. Employee: a natural person working at or associated with the Contractor, whether or not under an employment contract;
3. Assignment/Agreement: the assignment agreement, where the Contractor undertakes to perform certain Activities towards the Client;
4. Client: the natural person or legal person who has given the Contractor the Order to perform Work;
5. Contractor: the office that has accepted the Assignment. All Orders are accepted and executed exclusively by the office, not by or on behalf of an individual Employee, even if the Client has expressly or implicitly granted the Assignment for the purpose of their execution by a specific Employee or certain Employees. Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code are expressly excluded from application;
6. Activities: all activities and transactions to be carried out by the Contractor on behalf of the Client for which the Contractor has given the Order and that have been accepted by the Contractor, as well as all activities and transactions resulting therefrom for the Contractor.

Article 4. Client information

1. The Client is obliged to make available to the Contractor all Documents that, in its opinion, are necessary for the correct execution of the Assignment granted in the desired form, in the desired manner and in a timely manner. The contractor decides what should be understood by timely, the desired form and the desired way.
2. The Client guarantees the accuracy, completeness and reliability of the Documents provided by him, even if they come from third parties, unless the nature of the Assignment dictates otherwise.
3. The Client indemnifies the Contractor against damage resulting from incorrect or incomplete Documents.
4. The additional costs and extra hours incurred by the Contractor, as well as other damage, are at the expense and risk of the Contractor, due to the Client's failure, timely or improper provision of the necessary documents necessary for the execution of the Activities.
5. In the event of electronic transmission of information - including (but not limited to) tax returns, financial statements, reports - from (and on behalf of) the Client to third parties, the Client is regarded as the party that signs and transmits the relevant information.
6. The Contractor has the right to suspend the execution of the Assignment until the Client has fulfilled the obligations set out in paragraph 1.
7. At the Client's first written request, the Contractor will return the original Documents provided by the Client to the Client.

Article 5 Offers

1. Offers are non-binding and valid for 3 months. Prices do not include VAT and other legal charges.
2. The Contractor cannot be held to its offers or offers if the Client can reasonably understand that the offers or offers, or part of them, contain an obvious mistake or error.
3. Offers clearly describe the work to be carried out. When accepting the offer, and thus entering into an agreement, the Client states that the activities are fully described in the offer.

Article 6. Order execution, price increase & fee

1. Contractor performs the Assignment to the best of its ability and in compliance with applicable laws and (Professional) regulations.
2. Contractor determines how the Assignment is executed and by which Employee (s).
3. Contractor has the right to have certain activities carried out by third parties. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
4. The Client ensures that all information that the Contractor indicates is necessary or that the Client should reasonably understand is necessary for the execution of the agreement is provided to the Contractor in a timely manner. If the information required for the execution of the agreement has not been provided to the Contractor in time, the Contractor has the right to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay at the then usual rates. The execution period does not commence earlier than after the Client has made the data available to the Contractor. The Contractor is not liable for damage, of whatever nature, because the Contractor relied on incorrect and/or incomplete information provided by the Client.
5. If, during the execution of the agreement, it appears that it is necessary to amend or supplement it properly, the parties will amend the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or direction of the Client, of the competent authorities, etc., is changed and the agreement is thereby modified qualitatively and/or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. The Contractor will quote this in advance as much as possible. An amendment to the agreement may also change the originally specified period of execution. Client accepts the possibility of changing the agreement, including the change in price and term of execution.
6. If the agreement is amended, including an addition, the Contractor will issue a quote for this change if necessary. Execution of these additional activities can take place as soon as the Client has agreed to the price and other conditions specified for the execution, including the time to be determined at which they will be executed at that time. Failure or immediate execution of the amended agreement does not constitute a breach of contract on the part of the Contractor and is not a reason for the Client to terminate or cancel the agreement.
7. Without being in default, the Contractor may refuse a request to amend the agreement if this could have a qualitative and/or quantitative effect, for example for the work to be performed in that context.
8. Additional costs as a result of a change mentioned in articles 4.4 and 4.5 will be offered by the contractor in the same capacity, provided that the change is in line with the current agreement.
9. If the client does not agree to the additional costs of a change as stated in articles 4.4 and 4.5, the client is not entitled to cancel the entire agreement. Contractor must carry out the work as in the original agreement. If the client still demands cancellation of the agreement, the Client is liable for all damage on the part of the Contractor that is directly or indirectly caused as a result.
10. The contractor has the right to increase the fee annually for an agreed assignment for an indefinite period or for agreements with a fixed period of time but longer than 1 year. The client must be informed about this 2 months in advance. The client then has the right to terminate the agreed order within 1 month, at no additional cost, provided that the price change exceeds the legally applicable inflation level.

Article 7. Intellectual Property

1. The execution of the Assignment by the Contractor does not also include the transfer of intellectual property rights owned by the Contractor. All intellectual property rights that arise during, or arise from, the execution of the Assignment belong to the Contractor.
2. The Client is expressly prohibited from reproducing, disclosing or exploiting the products that are subject to the Contractor's intellectual property rights, or products subject to intellectual property rights with regard to the use of which the Contractor has acquired user rights. This includes, for example (but not limited to): software, system designs, working methods, advice, (model) contracts, reports, templates, macros and other mental products.
3. The Client is not allowed to hand over the products mentioned in paragraph 2 to third parties without the Contractor's prior written consent. This does not apply if the Client wishes to obtain an expert opinion on the performance of the Activities by the Contractor. In that case, the Client will impose its obligations under this article on the third parties engaged by it.

Article 8. Force majeure

1. If the parties are unable to fulfill the obligations under the Agreement, not timely or properly as a result of force majeure within the meaning of art. 6:75 of the Dutch Civil Code, those obligations will be suspended until the parties are still able to fulfill them in the agreed manner without the contractor being in default and without being obliged to pay any compensation.
2. If the situation referred to in paragraph 1 occurs, the parties have the right to terminate the Agreement in whole or in part and with immediate effect in writing, without the right to any compensation.
3. If the Contractor has already partially fulfilled the agreed obligations upon the occurrence of the force majeure, the Contractor is entitled to invoice the Work performed separately and prematurely and the Client must pay this invoice as if it concerned a separate transaction.

Article 9. Costs

1. The Activities carried out by the Contractor will be charged to the Client on the basis of time spent and costs incurred, unless the parties expressly agree otherwise, such as payment of a fixed price. Payment of the fee does not depend on the result of the Activities unless otherwise agreed in writing. Travel time and accommodation costs for the Activities are charged separately.
2. In addition to the fee, the expenses incurred by the Contractor and the invoices of third parties engaged by the Contractor will be charged to the Client.
3. The Contractor has the right to request payment of an advance from the Client. Failure to (timely) pay the advance may be a reason for the Contractor to (temporarily) suspend the Activities.
4. If, after the conclusion of the Agreement, but before the Assignment is fully executed, fees or prices change, the Contractor has the right to adjust the agreed rate, unless otherwise expressly agreed.
5. If this is required by law, the turnover tax will be charged separately on all amounts owed by the Client to the Contractor.

Article 10. Payment

1. Payment by the Client of the amounts due to the Contractor must be made within 30 days of the invoice date, unless otherwise agreed, without the Client being entitled to any deduction, discount, suspension or set-off. The day of payment is the day of crediting the amount due to the Contractor's account.
2. If, by giving notice, your organization cancels or postpones a fixed and agreed appointment for a visit by a Workflow Heroes reviewer less than one business week before the agreed date, Workflow Heroes is authorized to fully charge the fees for performing the services.
3. If the Client has not paid within the period specified in paragraph 1, the Client is in default by operation of law and the Contractor is entitled to charge the statutory (commercial) interest from that moment on.
4. If the Client has not paid within the period specified in paragraph 1, the Client is obliged to reimburse all judicial and extrajudicial (collection) costs actually incurred by the Contractor. The reimbursement of the costs incurred is not limited to any cost order determined by the court.
5. In the event of an Order given jointly, Clients are jointly and severally liable for payment of the invoice amount, the interest (s) and costs due.
6. If, in the Contractor's opinion, the financial position or payment behavior of the Client gives reason to do so, or if the Client fails to pay an advance or an invoice within the specified payment period, the Contractor is entitled to require the Client to provide (additional) security immediately in a form to be determined by the Contractor. If the Client fails to provide the requested security, the Contractor is entitled, without prejudice to its other rights, to immediately suspend further execution of the Agreement and all that the Client owes the Contractor for whatever reason is immediately due and payable.

Article 11. Time limits

1. If a term/date has been agreed between Client and Contractor within which the Assignment must be executed and Client fails to: (a) make an advance payment - if agreed - or (b) make the necessary Documents available in a timely, complete, form and manner, then Client and Contractor will consult about a new term/date within which the Assignment should be executed.
2. Terms within which the Activities must be completed can only be regarded as a deadline if this has been expressly agreed (in writing) between Client and Contractor.

Article 12. Liability and indemnities

1. The Contractor is not liable for damage suffered by the Client that occurs because the Client has not provided the Contractor with any, incorrect or incomplete Documents, or because they have not been delivered in time.
2. The Contractor is not liable for indirect damage, including: lost profit, missed savings, damage due to business interruption and other consequential or indirect damage resulting from the Contractor's failure, late or improper performance.
3. The Contractor's liability is limited to compensation for direct damage that is the direct result of a (related series of) attributable shortcoming (s) in the execution of the Assignment. This liability for direct damage is limited to the amount that, according to the Contractor's liability insurer, will be paid out for the relevant case, plus any deductible to be borne by the Contractor under the insurance. Direct damage includes - among other things - the reasonable costs incurred to determine the cause and extent of the damage; the reasonable costs incurred to make the Contractor's performance comply with the Agreement and the reasonable costs incurred to prevent or limit the damage.
4. If, for whatever reason, the liability insurer does not pay out - as referred to in paragraph 3 of this article -, the Contractor's liability is limited to the amount of the fee charged for the execution of the Assignment. If the Assignment concerns a continuing performance agreement with a term of more than one (1) year, the amount referred to above will be set at once the amount of the fee that was charged to the Client in the twelve months prior to the occurrence of the damage. Under no circumstances will the total compensation for the damage under this article paragraph exceed €300,000 per attributable shortcoming, unless the parties - given the size of the Assignment or the risks associated with the Assignment - see reason to deviate from this maximum when entering into the Agreement.
5. A coherent series of attributable deficiencies counts as one (1) attributable shortcoming.
6. The limitations of liability included in this article do not apply if and insofar as there is intent or deliberate recklessness on the part of the Contractor or its management.
7. The Client is obliged to take damage control measures. Contractor has the right to reverse or limit the damage by repairing or improving the Work performed.
8. The Client indemnifies the Contractor against third-party claims for damage caused by the Client not providing Contractor, incorrect or incomplete Documents.
9. The Client indemnifies the Contractor against claims from third parties (including Contractor's employees and third parties engaged by Contractor) who suffer damage in connection with the execution of the Assignment, which damage is the result of Client's acts or omissions or unsafe situations in its company or organization.
10. The provisions of paragraphs 1 to 9 of this article relate to both Contractor's contractual and non-contractual liability towards the Client.

Article 13. Suspension, dissolution and (interim) termination of the agreement

1. Client and Contractor can terminate the Agreement immediately (prematurely) at any time without giving notice by giving written notice to the other party. If the Agreement ends before the Assignment is completed, the Client owes the fee in accordance with the hours specified by the Contractor for Work performed on behalf of the Client.
2. If the Client cancels (interim), the Contractor is entitled to compensation for the loss of occupancy that occurred and is likely to be made plausible, to compensation for additional costs that the Contractor has already incurred, and to reimburse costs resulting from any cancellation of engaged third parties (such as - among others - any costs related to subcontracting).
3. If the Contractor cancels (interim), the Client has the right to cooperate with the Contractor in transferring Work to third parties, unless there is intent or deliberate recklessness on the part of the Client, which forces the Contractor to terminate. The condition for the right to cooperation as set out in this paragraph is that the Client has paid all underlying outstanding advances or all invoices.
4. If the Contractor suspends or terminates, he is in no way obliged to pay compensation for damage and costs resulting from this in any way. If the Client terminates or suspends the agreement, the Contractor is entitled to charge for the part of the work already carried out.
5. After careful consideration of interests, the Contractor is authorized to suspend the fulfillment of all its obligations, including issuing Documents or other items to the Client or third parties, until all due and payable claims against the Client have been paid in full.
6. The fifth paragraph does not apply to Client Documents that have not (yet) been processed by the Contractor.
7. If suspension takes place for a period longer than 6 months, the Contractor is entitled to ask for a higher fee for the entire process of execution due to the extra efforts that this involves.
8. If the termination is attributable to the Client, the Contractor is entitled to compensation for the damage, including the costs, caused directly and indirectly.
9. If the Client fails to fulfil its obligations arising from the agreement and this failure justifies termination, the Contractor is entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client, due to breach of contract, is obliged to pay compensation or compensation. If the agreement is terminated prematurely by the Contractor, the Contractor will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work involves additional costs for the Contractor, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned period, unless the Contractor indicates otherwise.
10. In the event of liquidation, (applications for) suspension of payment or bankruptcy, of seizure - if and insofar as the attachment has not been lifted within two months - at the expense of the Client, of debt restructuring or any other circumstance that prevents the Client from freely disposing of his assets, the Contractor is free to terminate the agreement immediately and with immediate effect, without any obligation. for its part, to pay any compensation or indemnification. In that case, the Contractor's claims against the Client are immediately due and payable.

Article 15. Expiration period

1. Unless otherwise provided in these general terms and conditions, the Client's rights of action and other powers for whatever reason against the Contractor in connection with the performance of Work by the Contractor expire, in any case after one year after the Client became aware or could reasonably be aware of the existence of these rights and powers. This period does not include the possibility to file a complaint with the appropriate complaint-handling authority (s) and/or the Disputes Board.

Article 16. Electronic communication and electronic filing of financial statements

1. During the execution of the Assignment, Client and Contractor can communicate with each other by electronic means and/or make use of electronic storage (such as cloud applications). Unless otherwise agreed in writing, the parties may assume that the transmission of properly addressed faxes, e-mails (including e-mails sent via the Internet) and voicemail messages, regardless of whether they contain confidential information or documents relating to the Engagement, will be mutually accepted. The same applies to other means of communication used or accepted by the other party.
2. Client and Contractor are not liable to each other for damage that may arise from one or each of them as a result of the use of electronic means of communication, networks, applications, electronic storage, or other systems including - but not limited to - damage as a result of non-delivery or delay in the delivery of electronic communications, omissions, distortion, interception or manipulation of electronic communications by third parties or by software/equipment used for transmission, reception or processing of electronic communications, transmission of viruses and the failure or malfunctioning of the telecommunications network or other means of electronic communication, except insofar as the damage is the result of intent or gross negligence. The foregoing also applies to the use that the Contractor makes of them in its contacts with third parties.
3. In addition to the previous paragraph, the Contractor accepts no liability for any damage caused by or in connection with sending (electronic) financial statements electronically and filing them digitally with the Chamber of Commerce.
4. Both Client and Contractor will do or fail to do anything reasonably expected of each of them to prevent the occurrence of the above risks.
5. The data extracts from the sender's computer systems provide compelling evidence of (the content of) the electronic communication sent by the sender until the recipient provides proof to the contrary.

Article 17. Other provisions

1. The Client will not hire or approach any Employees involved in the performance of the Activities to join the Client, whether temporarily, directly or indirectly, or to work directly or indirectly for the Client, whether or not employed, during the term of the Agreement or any extension thereof and during the 12 months thereafter.
   

Article 18. Repair clause nullities

1. If any provision of these general terms and conditions or the underlying Engagement/Agreement is wholly or partially null and/or invalid and/or unenforceable, as a result of any legal regulation, court order or otherwise, this will not affect the validity of all other provisions of these general terms and conditions or the underlying Engagement/Agreement.
2. If any provision in the Assignment or part of the Assignment cannot be invoked by law, the remaining part of the Assignment remains in full force, provided that the provision on the part that cannot be invoked should be deemed to have been amended in such a way that it is possible to invoke it, maintaining the parties' intention with regard to the original provision or part as much as possible.

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Article 19. Applicable law and choice of forum

1. These General Terms and Conditions are governed exclusively by Dutch law.
2. All disputes relating to these General Terms and Conditions will be submitted to the exclusively competent court of the district of Gelderland District Court in Arnhem.

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