General conditions

General conditions 

GENERAL TERMS OF DELIVERY AND PAYMENT OF SCT ADVIESDIENSTEN B.V.
STATUTORY ESTABLISHED RIJSWIJK (ZH) THE NETHERLANDS

Article 1 General
1.   These general terms apply on all offers, activities and agreements between SCT Adviesdiensten B. V. and  its clients, respectively their successors. 
2.   These general terms apply on all activities of SCT Adviesdiensten B. V. on the territory of consulting, auditing, interim management and (in company) training. These general conditions are not applicable to any service offered under the market-name of Scienta of Easy to Inspect. Specific terms and conditions apply to the services of Scienta and Easy to Inspect.
3.   Clients are considered to be: each person or legal entity, with whom SCT Adviesdiensten B.V. has an agreement, or wishes to close one and except of these, persons of legal entities that operate as an authorised representative as well as their successors.
4.   Conditions of our clients are, unless agreed upon in writing by SCT Adviesdiensten B. V. not applicable on the offers, activities and agreements as mentioned in article 1.1. 
5.   The client will safeguard SCT Adviesdiensten B. V. for any claims of third parties.
6.   Between SCT Adviesdiensten B. V. and the client it is defined, that, when once under relevance of these conditions is contracted, this terms also apply on coming offers and (oral) agreements.
7.   By difference between the deposited text of our conditions and texts that otherwise are pressed, translated and/or spread, will exclusive the deposited (Dutch) text be valid. 

Article 2 Offers
1.   All offers issued by SCT Adviesdiensten B. V. are not binding.  Our prices are based on the rates on the date of the offer. By change of one or more of rate determining factors SCT Adviesdiensten B.V. is allowed to change its rates accordingly and be binding also in respect to yet closed agreements with the restriction that if the prices rise with more than 7.5%, the client has the right to dissolve the agreement.  By dissolution, the client is obliged to pay for the already executed activities.
2.   Offers of SCT Adviesdiensten B. V. are based on the information provided by the client.  The client vouches that he has provided all essential information that is required for the execution of the task.  SCT Adviesdiensten B. V. will perform the activities to its best effort. SCT Adviesdiensten B.V. never guarantees the outcome of the project and has a so called 'efforts obligation'. 
3.   The issued offers of SCT Adviesdiensten B. V. have a validity of at most 2 months after issue date unless stated explicitly otherwise. 
4.   The prices included in offers and agreements are exclusive other costs such as (but not limited to): hotel expenses, stay expenses, expenses of plane tickets, travel expenses in the foreign country, VAT, insurances expense. 

Article 3 Orders and agreements
1.   The initial order comes into force after written notification of the client.  Either through signing the offer by the client or by written order confirmation sent by the client (such can also take place via fax, e-mail, text message such as WhatsApp/SMS).  Subsequent projects resulting from an earlier project come into force after oral or written confirmation.  When circumstances lead to changes in the specifications of the tasks, the client will inform SCT Adviesdiensten B. V. immediately and in good co-operation a solution will be thought of.  When as consequence of changed circumstances the tasks cannot any longer be executed within the agreed budget or the agreed term, SCT Adviesdiensten B. V. will communicate this immediately to the client. 
2.   Unless explicitly agreed (in writing), all tasks will be executed in a by SCT Adviesdiensten B. V. determined order, for which the capacities of SCT Adviesdiensten B. V. are leading.  SCT Adviesdiensten B. V. is free in the manner of execution of the tasks, unless specifically otherwise agreed upon. 
3.   SCT Adviesdiensten B. V. will give its best effort reach the intended result(s).  The client accepts that the time planning of the task can be influenced, when parties in times agree on changing the approach, method or size of the task(s).  The duration of the order can be influenced through all sorts of factors such as the quality of the information that SCT Adviesdiensten B. V. obtains, and the cooperation of the client.  SCT Adviesdiensten B. V. can therefore not precisely indicate how long the lead-time for the task will be. 
4.   SCT Adviesdiensten B. V. is held to ask instructions of the client, when anomalies during the activities occur, that the execution of the tasks to perform prevent, or in case the activities can no longer be executed in conformity with the order/task.
5.   The expenses, holding connection with the asking of instructions (as mentioned in article 3.4) and the expenses of execution of the instructions, will be compensated by the client to SCT Adviesdiensten B. V. 

Article 4 Obligations of the client
1.   The client protects SCT Adviesdiensten B. V. from third parties that claim damage of activities executed by SCT Adviesdiensten B.V. on behalf of the client. 
2.   The clients provides SCT Adviesdiensten B. V. all information necessarily for a good execution of the task. 

Article 5 Subcontracting tasks. 
1.   SCT Adviesdiensten B. V. is allowed to hire subcontractors to execute (part of) the tasks to be executed. Subcontracting will, where possible and in reasonableness indicated, happen after consultation of the client and with the necessary care.  SCT Adviesdiensten B. V. is not responsible for shortcomings of these subcontractor, apart of course debt of the subcontractor.
2.   When subcontractors want to limit their liabilities, SCT Adviesdiensten B. V. is allowed to accept these limits on behalf of the client.

Article 6 Decomposition of the agreement
1.   Agreements, by which SCT Adviesdiensten B. V is party, become dissolved during the course time of that agreements, according to the law, when:
a)  one of the parties is in state of bankruptcy;
b)  one of the parties show failure and in that, despite written warning, stubbornly maintains;
c)  one of the parties is a natural person and this party will be placed under legal restraint. 
2.  Article 6.1 does not exclude the right of claiming at the damaging causing party. 
3.   SCT Adviesdiensten B. V. is not obligated to execute the order if this is subject to unforeseen changes of a kind that it can not be expected of SCT Adviesdiensten B.V. that these changes can be dealt with.  By ending of agreements SCT Adviesdiensten B. V. is entitled to compensation of all activities until then executed.
 
Article 7 Liability
1.  For damage to persons or goods at the client, as a result of careless actions by staff of SCT Adviesdiensten B.V. in the exercise of activities within the framework of the supplied task, SCT Adviesdiensten B.V. is responsible.
2.  Liability of SCT Adviesdiensten B.V. or individual staff members of SCT Adviesdiensten B.V. for consequence damage, capacity damage or other indirect damage is explicitly excluded.
3.  SCT Adviesdiensten B.V. is not responsible when the client has supplied incorrect, incomplete or insufficient information and because of this damage and/or costs have arisen.
4.  SCT Adviesdiensten B.V. is not responsible for the damage and/or costs which have arisen by (lack of) actions of subcontractors.
5.  SCT Adviesdiensten B.V. is responsible for the shortcomings in the implementation of the task, insofar these are the consequence of lack of carefulness, expertise and the skills on which can be trusted. The liability for damage caused by the shortcomings is restricted to the amount of the fee which SCT Adviesdiensten B.V. has received for the activities within the framework of that task. At tasks with a lead-time longer than three months, a further restriction applies from the here meant liability being restricted up to the claim amount concerning the last three months. Claims must have been submitted within one year after discovering damage. Claims submitted after one year will be rejected.
6.  The implementation of the supplied tasks occurs exclusively for the client. Third parties can borrow no rights from the content of the performed activities.

Article 8 Tariffs
1. SCT Adviesdiensten B.V. has the right to modify its used tariff and travel compensations at each moment. If the modification implies an increase of more than 7.5%, the client has the right dissolve the agreement. The right to dissolution expires on the 15th day after the invoice date of the first claim which has been transmitted to the client after the increase of the tariff and/or before-mentioned travel expenses compensation.

Article 9 Invoices.
1.  The client is required to pay invoices within 15 days after invoice date. If payment has not occurred within the fixed time, is the client obliges beside the principal sum, legal interest payed as well as 15% administration costs concerning the principal sum.
2. Complaints concerning a claim must have been submitted under penalty of decline in writing within 15 days after claim date.
3.  As long as the task is not accomplished SCT Adviesdiensten B.V. has been entitled to issue intermediate invoices.
4.  When SCT Adviesdiensten B.V. at non-payment by the client decides to hand over the payment receiving procedure to a third party, all costs already made, as well as that connected with this, will have to be paid by the client. These cost will consist of the principal sum, surplused by a minimum of 15% with a minimum of € 50,00 .
5.  If an invoice is not paid in time, SCT Adviesdiensten B.V. is entitled to suspend the activities, also for other tasks of the client than on which the unpaid invoice is related. SCT Adviesdiensten B.V. is not responsible for damage, both materially and immaterial, which could arise as a result of suspension of the activities.
6.  SCT Adviesdiensten B.V. preserves itself the right for an advance payment for the activities to perform. This advance payment is settled with the final invoice. Firstly after the advance amount is received by SCT Adviesdiensten B.V., SCT Adviesdiensten B.V. will start with the activities concerned.

Article 10 Training
1. This article is limited to classroom training only for which a participant can sign in individually. In company training or digitally provided training are excluded from this article.
2. The client can cancel a training until 20 working days before the start date of the training. A full refund will be given. In case of cancelling a training between 20 and 10 working days, a training fee of 50% will remain. No cancellations are accepted within 10 days prior to the training start date. The client is held to pay the full amount of the training fee.
3. The customer can assign any other participant to replace the participant that cannot participate in the training as far as such is not refused by SCT Adviesdiensten B.V. because of the nature of the training in respect to the participants competence / pre-education.
4. Open subscription courses only take place if the minimum amount of participants has been reached. The participant receives the date at which the final decision will be made upon signing in. In case of cancellation by SCT Adviesdiensten B.V., the full training amount will be refunded. In no case are we responsible for organising the training at any other date.
5. In case we use training accommodations of third parties, we are not liable for any damage or costs, in case the accommodation appears to be not suitable for the training.
6. We are not liable for the content of training material prepared by third party trainers that are hired to provide the training.
7. Participants that misconduct during the training, can be expelled from the training by the trainer. The training fee will not be refunded. Misbehaviour applies to aggressive behaviour, sexual intimidation, harassment but also continuous disturbance of the training by the use of electronic (communication) devices.
8. In case of no show up of the trainer due to illness or other urgent personal circumstances, SCT Adviesdiensten B.V. is allowed to replace the trainer. In case such is impossible due to short notice or specific expertise, the training day will be cancelled and re-organises. Classroom and lunch/diner accommodation costs will be paid by SCT Adviesdiensten B.V. Other costs, such as travelling to the training accommodation by participants, man day fees of participants or other costs cannot be charged to SCT Adviesdiensten B.V.

Article 11 Interim Management and consultancy
1. If the consultant /interim manager, due to circumstances, is not able to complete the project/assignment, SCT Adviesdiensten B.V. will offer options for alternatives and accommodate implementation. The necessity for replacement of a consultant does not lead to the right of the client to cancel the project.
2. Neither SCT Adviesdiensten B.V. nor the client will hire each other’s employees within 1 year after completion of the project/assignment unless both parties have come to a written agreement.

Article 12 Confidentiality, protection of personal data and recording
1. SCT Adviesdiensten B.V. and its’ employees are held to strict confidentiality of all specifics regarding the project, client and the employees of the client. This obligation is no longer applicable in case of a claim by the client, for which SCT Adviesdiensten B.V. has to turn to third parties for (juridical) assistance.
2. The client will not, without written approval of SCT Adviesdiensten B.V. reveal any information to third parties about SCT Adviesdiensten B.V.’s approach or distribute reports issued by SCT Adviesdiensten B.V.
3. SCT Adviesdiensten B.V. will not disclose any information to third parties unless such is required by (local) authorities which are entitled to do so.
4. SCT Adviesdiensten B.V. does not sell in any way (contact/personal) data to third parties.
5. Processed personal data regarding consultancy or trainings (such as competence data, training records, training progress status, training certificates) which are necessary for the execution of the order, are dealt with in a confidential way and protected against loss and theft.
6. SCT Adviesdiensten B.V. will issue training certificates to the participant or to the employer of the participant who enrolled the participant in the training.
7. SCT Adviesdiensten B.V. has implemented a minimalization policy regarding recording and archiving personal data. SCT Adviesdiensten B.V. respects legal archiving periods.
8. SCT Adviesdiensten B.V. archives project files for a period of 2 years after completion of the project. Training records are archived during 2 years. The participant of the training or the client is responsible for archiving training certificates.
9. Any employee of the client can ask SCT Adviesdiensten B.V. to provide an overview of the personal data kept on him/her. SCT Adviesdiensten B.V. will provide such overviews within 1 months after the receipt of the request. We will honour request to modify or delete personal data files as long as such is in line with the legal requirements.
10. In case of carrying out audits/assessments on behalf of third party (certification) bodies, SCT Adviesdiensten B.V. issues the assessment/audit report to this party as well. This third party (such as certification bodies) will have to arrange confidentiality agreements with its’ customers.
11. To ensure data protection and confidentiality, SCT Adviesdiensten B.V. has implemented suitable organisational and physical security measures.

Article 13 Intellectual property
1. Models, techniques, instruments, among which also software, which has been used for the implementation of the task and in the advice or research has been incorporated, is, and remains the property of SCT Adviesdiensten B.V. Publication is possible only after authorisation of SCT Adviesdiensten B.V. has been obtained. The client has of course the right to use all models, techniques and instruments in its own organisation or multiply insofar being appropriate within the aim of the task.

Article 14 Disputes
1.  Disputes will be exclusively settled by the competent judge in the district where SCT Adviesdiensten B.V. is established. 
2.  Dutch law applies on all agreements between SCT Adviesdiensten B.V. and our clients.