Article 1: Definitions
1.1. Company: Chiaro Presentations and its legal successors.
1.2. Client: natural and legal persons who conclude an agreement with Chiaro Presentations.
Article 2: General
2.1. These conditions apply to all offers and agreements between the company and the client unless this is explicitly deviated from in writing.
2.2. The company explicitly rejects the applicability of any conditions from the client.
2.3. If any condition becomes fully or partly void or invalid, the remaining conditions remain in full force. The company will then work with the client to replace the void or voided condition by a new condition. The new condition is drawn up according to the purpose and intent of the condition to be replaced.
2.4. These conditions also apply to agreements whereby the company uses third parties for implementation.
2.5. In case of a lack of clarity concerning a condition, it must be interpreted in the spirit of these terms and conditions. This explanation is also used when a situation arises that is not covered in these conditions.
2.6. The company can, to the benefit of the client, deviate from these conditions or implement them in a different manner. However, this does not mean that these conditions do not apply. The company reserves the right to require compliance with these conditions.
Article 3: Offer
3.1. The offer is non-binding and valid for 7 days following the date of the offer.
3.2. If the client has not accepted the offer in writing within the time limit, the offer expires and the company is entitled to amend the offer or withdraw it.
3.3. The company has the right to amend any offer or withdraw when it is based on inaccurate or incomplete information provided by the client.
Article 4: Agreement
4.1. The agreement is concluded in writing and for an indefinite period unless the nature or content of the agreement dictates otherwise.
4.2. The agreement sets out the services to be performed and includes the hourly rate or agreed price. When it appears the agreement is not sufficient, or if one of the parties wishes to amend the agreement, this can be done in mutual agreement. The agreed price may possibly be changed. The change is agreed upon in writing.
4.3. In the implementation of the agreement, the company adheres to the requirements of good craftsmanship. The company implements the agreement to his best knowledge and abilities, based on the known state of the art at that time. The company only has a best-efforts obligation and does not guarantee to achieve the desired result.
4.4. When dividing the agreement into separate parts, the company can choose to do invoicing separately. The company can suspend parts of the agreement if he needs approval for the results of the previous part.
4.5. The company has the right to amend the agreement or withdraw when the agreement is based on inaccurate or incomplete information provided by the client. The company can suspend the agreement or charge extra when the client does not provide the required information in a timely, inaccurate, or incomplete manner.
4.6. The company may terminate or modify the agreement at any time with a notice period of one month. The company may terminate or modify the agreement at any time without prior notice if there are circumstances that prevent the execution of the agreement or in case the unaltered maintenance of the agreement cannot be demanded from the company. In addition, the company can suspend the agreement without notice or terminate if the client acts contrary to the agreement or these conditions. The client cannot make interim changes or terminate the agreement.
4.7. At the discretion of the company, the agreement may be fully or partially carried out by a third party.
4.8. The company may suspend or terminate the agreement with immediate effect if the client fails to, or in a timely manner, comply with the obligations in the agreement or the company has a well-founded fear that this will occur and this default justifies suspension or termination. In this case, the company has no obligation to pay damages or compensation, while the client is obliged to do so because of breach of contract.
4.9. The agreement is terminated when the services are performed by the company and the amount is paid by the client.
4.10. The company has the right to terminate the agreement without further notice with immediate effect if the client requests suspension of payment, is granted a suspension of payments, in case of filing bankruptcy or applying for a debt rescheduling arrangement, is declared bankrupt or the debt rescheduling scheme is pronounced or his company is liquidated.
Article 5: Amendment of conditions
5.1. The company reserves the right to change these conditions. The amended conditions take effect when they are disclosed to the client.
5.2. The client reserves the right to terminate the agreement within two weeks after the amended conditions have been made known to him.
5.3. If the client does not respond within two weeks to the communication, the company is entitled to make assume that the client has accepted the amended conditions.
Article 6: Fees
6.1. The company’s hourly or daily fees are communicated to the client for each project.
6.2. Fees are exclusive of VAT, travel, and other expenses.
6.3 Instead of an hourly or daily fee, a total amount may be agreed upon in advance or interim.
Article 7: Prices and payment
7.1. The agreed prices are exclusive of VAT.
7.2. Payment must be made within 14 days after the invoice date at a bank account designated by the company in the currency invoiced.
7.3. Objections to the invoice must be notified in writing to the company within 14 days of the date of the invoice.
7.4. The client is legally in default if he fails to pay within the payment period. The client owes the statutory interest on the outstanding amount from the date of default until the date of full payment.
7.5. If the client remains in default, all reasonable extrajudicial and customary legal costs related to the recovery, are charged to the client. Statutory interest on these costs is also charged.
7.6. Payments by the client will first cover the costs of recovery, then the payment of all interest and finally the payment of the principal amount, even when the client specifies otherwise upon payment.
7.7. Without the consent of the company, the client is never entitled to settle a debt of the company with an invoice. Objections raised by the client against the services or the amount of the invoice do not suspend the payment obligations. The client also may not suspend payment for other reasons, unless he can rely on one of the articles under Section 6.5.3. of Book 6 of the Dutch Civil Code.
7.8. The company is entitled to have the client pay a deposit. The client is required to complement this deposit if the company considers it desirable.
Article 8: Liability
8.1. Should the company be liable for any damages, the company’s liability is limited to the direct damages. The company’s liability is limited to the invoice value of the agreement, at least to that part of the agreement to which the liability relates. The company’s liability is in any case limited to the sum for which the company is assured.
8.2. The company is never liable for indirect damages, including consequential damages, lost profits, lost savings and damage due to business interruption. The company is also never liable for damage caused because the company assumed incorrect or incomplete information provided by the client.
8.3. Direct damage is exclusively: the reasonable costs incurred to determine the cause and extent of the damage, the reasonable costs incurred to still implement the agreement correctly and reasonable costs to prevent or limit the damage. These costs only fall under the direct damage if it is found that the damage is attributable to the company.
8.4. The limitation of the company’s liability is only valid if there is no damage as a direct result of intent or gross negligence by the company, one of his subordinates, or third parties.
8.5. If the company cannot or does not properly fulfill the agreement at the hands of the client, the client is held responsible for all direct and indirect damage on the part of the company.
8.6. The client indemnifies the company against any claims of third parties suffering damage in connection with the execution of the agreement and of which the cause can be attributed to another than the company. If for this reason the company is addressed by third parties, the client is obliged to assist the company both outside and in law and immediately do for him which can be expected in that case. Should the client fail to undertake adequate measures, the company is, without notice, entitled to undertake these measures. All costs and damages that result on the part of the company and third parties are for the account and risk of the client.
Article 9: Intellectual Property
9.1. The client obtains and retains the intellectual property rights, including copyright, as soon as the amount due has been paid. The company, however, does reserve the personality rights.
9.2. The company may use all the knowledge that he obtains through the execution of the agreement for other purposes, except for confidential data of the client.
Article 10: Data and Confidentiality
10.1. The company will treat confidentially any information and documents, in any form (i.e. paper or electronic), disclosed by the client in writing or orally in relation to the tasks to be accomplished.
10.2. The company may use non-confidential data from the client for marketing purposes in a limited manner.
Article 11: Force majeure
11.1. In case of force majeure, company obligations arising from the agreement concluded with the client, are suspended. The company notifies the client as soon as possible of the force majeure situation.
11.2. Force majeure means, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which the company cannot influence and whereby the company is unable to meet his obligations. This could include, among other things: strikes, technical complications, illness of deployed personnel, governmental measures, failures, etc…
11.3. The company has the right to suspend his obligations during a force majeure. The company has no obligation to pay any damages as a result of the force majeure.
11.4. The parties have the right to terminate the agreement if the force majeure lasts longer than 60 days. The parties have no obligation to pay any damages as a result of the termination.
11.5. If the company has already partially fulfilled or can still meet the agreement and the section is of independent value, the company is entitled to invoice this separately. There will be a separate agreement; the client is therefore obliged to pay this invoice.
Article 12: Applicable law and disputes
12.1. To all legal relationships whereby the company is party, Dutch law is exclusively applicable, also if an agreement wholly or partly executed abroad or if the party involved in the legal relationship resides there. The applicability of the Vienna Sales Convention is excluded.
12.2. The court in the location of the company is exclusively competent to take note of any disputes unless the law requires otherwise. Nevertheless, the company has the right to submit the dispute to the legally competent court.
12.3. The parties will first appeal to the courts after they have done their utmost to settle a dispute in mutual consultation.