General Terms and Conditions
General Terms and Conditions AimAtArt v.o.f:
Filed with the Amsterdam Chamber of Commerce: 34352355
In these terms and conditions, the following definitions apply:
1.1 Provider: AimAtArt v.o.f., hereinafter referred to as: AAA.
1.2 Client: the (legal) person who enters into an (assignment) agreement with AAA.
1.3 Expert: Any natural or legal person who will perform the assignment described in the Agreement on behalf of the Client.
1.4 Parties: Client and AAA.
2.1 These Terms and Conditions apply to all offers and quotations of AAA, to all agreements entered into by AAA and to all agreements that (may) result therefrom.
2.2 AAA expressly rejects the applicability of any general terms and conditions of the Client.
2.3 In the event that any provision of these General Terms and Conditions is null and void or is set aside, the other provisions of these General Terms and Conditions shall remain in full force and effect. Parties are then bound to provide for the then arising situation as much as possible in accordance with the void or voided provision.
3.0 Offer and conclusion of agreement
3.1 An Agreement is concluded by the client’s acceptance of an offer made by AAA.
3.2 All offers and quotations of AAA are without obligation, unless expressly agreed otherwise.
3.3 AAA’s offers and quotations are valid until 1 month after the date they are sent to the Client, unless otherwise stated.
3.4 AAA’s offer is based on the information provided to AAA. The Client warrants that in doing so he has provided AAA with the information essential for the design and implementation of the assignment.
3.5 As long as an offer by AAA has not yet resulted in an assignment, AAA reserves the right to deploy its capacity elsewhere.
4.1 Prices are based on the prices, exchange rates, levies and taxes, as they were known at the time the offer was made. AAA is entitled to increase the agreed prices on an interim basis, if and to the extent that unforeseen cost price increasing circumstances occur after the conclusion of the Agreement, or after the sending of AAA’s offer. If the price change results in a price increase of 15% or more, the Client shall be entitled to dissolve the Agreement. This right shall lapse two working days after the Client has been notified of the price change.
4.2 All monetary amounts are exclusive of VAT, unless explicitly stated otherwise.
5.0 Advisory services
5.1 The Client cannot derive any rights from advice provided by AAA that does not relate to the instruction provided by the Client.
6.0 Intellectual Property
6.1 AAA retains at all times all rights to its intellectual property rights, including to the concepts, documents, images, drawings and/or related information and “know how” created or devised by it, even if costs are charged for them or the Client has made improvements to them.
6.2 The goods referred to in 6.1 may not, without AAA’s written permission, be copied in whole or in part other than for internal use by the Client, nor shown, handed over or otherwise disclosed to third parties, nor used or made available by the Client other than for the purpose for which they were provided by AAA.
6.3 The Client indemnifies AAA against infringements of intellectual property rights of third parties.
6.4 The Client grants AAA permission to use the images created during the assignment to illustrate the work and to promote AAA.
7.0 Terms of Payment
7.1 Unless otherwise agreed in writing, the following payment terms shall apply: 50% of the order amount shall be transferred to a bank or giro account designated by AAA no later than 7 days prior to the execution date. The remaining 50% is due within 15 days of the execution date. Payment shall be made in the manner specified in the quotation or invoice.
7.2 Irrespective of the agreed payment terms, the Client is obliged, at AAA’s request and at its discretion, to provide sufficient security for payment. If the Client fails to do so within the stipulated period, he shall immediately be in default. AAA shall then be entitled to dissolve the Agreement and to recover its losses from the Client.
7.3 The Client is expressly not permitted to set off any claims against AAA.
7.4 Invoices shall be paid within the term specified on the invoice. In the event of late payment, the Client shall owe contractual interest of 7% per month or part of a month on the outstanding amount.
7.5 All costs related to collection shall be borne by Client. The extrajudicial collection costs shall be at least 15% of the amount of the outstanding amount.
7.6 In the event that AAA is found in its favour in legal proceedings, all costs incurred by it in connection with such proceedings shall be borne by the Client.
8.0 Performance of the assignment
8.1 AAA shall endeavour to perform the Services to be provided to the best of its knowledge and ability and in accordance with the requirements of good workmanship. This is a best efforts obligation, not a result obligation. AAA shall perform the assignment from a professional, objective and independent position.
8.2 AAA reserves the right to make use of the services of third parties. AAA bears no responsibility for any non-performance or errors by third parties.
8.3 The Client shall ensure that all documents and data required by AAA for the performance of the assignment are in AAA’s possession in a timely manner – so that AAA is enabled to properly perform the assignment given to it.
8.4 AAA must be able to rely on the timely availability of the employees of (the part of) the Client involved in AAA’s work.
9.0 Modification/cancellation by Client
9.1 If the Client changes the instruction given to AAA after the conclusion of the Agreement for any reason(s), AAA shall be entitled to charge the Client for additional costs.
9.2 The provisions of Article 9.1 shall also apply if the information provided by the Client does not correspond to reality.
9.3 If the assignment is cancelled through the fault of the Client, the Client shall nevertheless owe 50% of the assignment fee.
10.0 Amendment / impracticability due to force majeure
10.1 In the event that during the term of the Agreement between the Client and AAA, the expert, consultant or other third party whose services AAA uses in the performance of the Agreement is unable to complete his/her obligation due to circumstances, a replacement that is as similar as possible shall be sought in consultation with the Client. The need for replacement does not terminate the Agreement.
10.2 If AAA is prevented from properly fulfilling its obligations due to force majeure, it shall be entitled to (partially) terminate the Agreement.
10.3 The Client shall not be entitled to compensation in the cases referred to in Article 10.1 and 10.2.
11.0 Take-over of staff and confidentiality
11.1 During the term of the agreement, whether extended or not, as well as during a subsequent period of twelve months, neither of the parties shall take on any of the other party’s employees or third parties involved in the agreement(s) in question, nor enter into any other type of business relationship with them, either directly or indirectly, unless with the other party’s express written consent.
11.2 The parties undertake to exercise the utmost care and confidentiality with respect to the information which becomes known to them in the context of the execution of the agreement, unless such information is of a general nature. The confidentiality obligation applies both during the term of the agreement and afterwards.
11.3 If a Party fails to comply with the provisions of this article, such Party shall be liable to pay the other Party a non-reducible penalty of EUR 2,500 for each violation or each day that the violation continues, without prejudice to the obligation to pay the damage actually suffered. In the event of breach by one Party, the other Party shall also have the right to terminate the Agreement with immediate effect.
12.1 In addition to the statutory grounds, AAA is entitled to dissolve the Agreement in whole or in part without judicial intervention and without notice of default, or to suspend (further) performance of the Agreement, if:
a. Client fails to comply, properly or timely with any obligation under the Agreement;
b. Client is in (provisional) suspension of payment, or its bankruptcy has been applied for;
c. Client as a company is dissolved or liquidated;
d. Client as a natural person is placed under guardianship or dies;
12.2 In the foregoing cases, AAA is entitled to claim immediate payment of the amounts due to it. The foregoing is without prejudice to AAA’s other rights, including the right to compensation for damage suffered as a result of the dissolution.
12.3 In the event of dissolution as referred to in the first paragraph, AAA shall never be obliged to compensate the Client for any damage.
12.4 Even in the event of termination by mutual consent, AAA remains entitled to compensation for the loss suffered as a result of such termination.
13.0 Claims and complaints
13.1 Claims and complaints must be made in writing and as soon as possible, but at the latest within 48 hours of discovery or within 48 hours after the defects could reasonably be discovered. Lodging a complaint does not suspend the payment obligation of the invoice.
13.2 Claims and defences based on the assertion that AAA has failed in any way shall lapse one year after the conclusion of the assignment to which they relate.
14.1 AAA shall only be liable for damage suffered by the Client that is the direct and exclusive result of a failure attributable to AAA. AAA shall not be liable for the conduct of third parties, without prejudice to its obligation to exercise due care in selecting such third parties. In no event shall AAA be liable for any consequential or trading loss, indirect damage or loss of profits suffered by the Client, his subordinates and those employed by him or third parties as a result of any failure to perform, or failure to perform on time or properly, any obligation under the Agreement.
14.2 AAA shall only be liable up to the amount paid, if any, under the liability insurance taken out by AAA.
14.3 If and to the extent that AAA is obliged to compensate the damage suffered by the Client, the compensation shall at all times be mitigated if the price(s) to be paid by the Client is small in relation to the extent of the damage suffered by the Client.
14.4 The Client shall be liable for damage caused by the Client, its employees and persons employed by it or by it or third parties to property owned or leased by AAA.
15.0 Applicable Law
15.1 The legal relationship between the Parties shall be governed by Dutch law.
15.2 All disputes are to be settled by the competent court in Amsterdam.
Amsterdam, June 2023.