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GENERAL TERMS AND CONDITIONS - B2B (Services)

These are the General Terms and Conditions of Pierce Consultancy B.V. (hereinafter referred to as “Pierce”), a company located at Raadhuislaan 44, Rockanje, registered with the Dutch Chamber of Commerce under number 96448229.

Definitions

In these General Terms and Conditions, the following terms have the following meanings, unless explicitly stated otherwise:

  • General Terms and Conditions: these terms and conditions as stated herein.
  • Company: the counterparty acting in the exercise of a business or profession.
  • BW: the Dutch Civil Code.
  • Assignment: all work, in any form, performed by Pierce for or on behalf of the Counterparty.
  • Agreement: any agreement concluded between Pierce and the Counterparty.
  • Counterparty: the party that has accepted these General Terms and Conditions and has commissioned the performance of an Assignment.

Unless expressly stated otherwise, the singular includes the plural and vice versa, and a reference to the masculine form includes the feminine form and vice versa.

Article 1 – Applicability

  1. These General Terms and Conditions apply to every quotation and Agreement concluded between Pierce and the Counterparty, unless parties have expressly agreed otherwise in writing.
  2. These General Terms and Conditions also apply to agreements with Pierce for which third parties are engaged in the execution.
  3. The applicability of general terms and conditions of the Counterparty is expressly rejected.
  4. Deviations are only valid if explicitly agreed in writing.

Article 2 – Quotations

  1. All quotations are considered a non-binding offer, even if they include a term for acceptance. Quotations may be revoked by Pierce in writing no later than two business days after acceptance.
  2. All quotations from Pierce are valid for 4 weeks, unless stated otherwise.
  3. Pierce cannot be bound by quotations in case of obvious errors or mistakes.
  4. If acceptance deviates from the offer in the quotation, Pierce is not bound by it.

Article 3 – Formation of the Agreement

  1. The Agreement is concluded through the Counterparty’s written acceptance of Pierce’s quotation.
  2. Pierce may accept oral acceptance as if it were given in writing.
  3. An Agreement is concluded as soon as a confirmation of assignment is signed by both parties, or as soon as Pierce actually begins performance.
  4. The Agreement supersedes all previous proposals, correspondence, or arrangements.

Article 4 – Performance of the Agreement

  1. Pierce performs the Agreement to the best of its knowledge and ability, in accordance with the requirements of good craftsmanship. This constitutes an obligation of effort. The application of Articles 7:404, 7:407 paragraph 2, and 7:409 BW is expressly excluded.
  2. Pierce determines the manner of execution and is entitled to engage third parties.
  3. Pierce may execute the Agreement in phases and invoice per phase. If an invoice is not paid, Pierce may suspend performance.
  4. Pierce reserves the right to pre-announced days off, regardless of agreed minimum hours.

Article 5 – Changes and Additional Work

  1. If a change is necessary for proper execution, Pierce will notify the Counterparty. Parties will adjust the Agreement in consultation.
  2. Changes may affect planning and price. Pierce will inform the Counterparty in a timely manner.
  3. In case of additional work, Pierce may charge this separately.

Article 6 – Obligations of the Counterparty

  1. The Counterparty shall provide all data, access, and facilities necessary for performance in a timely manner.
  2. Pierce is not liable for damage resulting from incorrect or incomplete information provided by the Counterparty.
  3. The Counterparty shall refrain from behaviors that make performance impossible.
  4. If the Counterparty fails to meet its obligations, Pierce may suspend performance and/or charge additional costs.

Article 7 – Cancellation

  1. Pierce may change or cancel a training or workshop date. If no alternative is offered, amounts already paid will be refunded.
  2. Cancellation by the Counterparty must be in writing.
    • Cancellation <24 hours before start: 50% due.
    • Cancellation <1 hour before start: 100% due.
  4. The Counterparty may send a replacement.

Article 8 – Prices

  1. All prices are exclusive of VAT and additional costs, unless stated otherwise.
  2. If no fixed price is agreed, work will be invoiced based on hours spent at the usual rates.
  3. Pierce may adjust prices in case of changed costs (materials, wages, taxes, etc.).

Article 9 – Payment

  1. Payment is due within 30 days of the invoice date, unless otherwise agreed.
  2. Objections to the invoice do not suspend the payment obligation.
  3. In case of late payment, the Counterparty is automatically in default and owes statutory commercial interest.
  4. All collection costs are borne by the Counterparty (15% of the principal with a minimum of €100 per invoice).
  5. In case of bankruptcy, suspension of payments, or liquidation, all claims become immediately due.

Article 10 – Complaints

  1. The Counterparty shall inspect immediately after performance whether the service meets the Agreement.
  2. Complaints must be reported in writing within 7 days.
  3. Late complaints are invalid.
  4. Complaints do not suspend the payment obligation.

Article 11 – Force Majeure

  1. Neither party is obliged to fulfill obligations in case of force majeure.
  2. Force majeure includes, but is not limited to, strikes, government measures, war, traffic obstructions, labor shortages, fire, extreme weather, and supply chain disruptions.

Article 12 – Termination

  1. Parties may terminate the Agreement by mutual consent.
  2. Termination is possible with 14 days’ notice.
  3. Either party may terminate the Agreement immediately in case of bankruptcy, suspension of payments, liquidation, or guardianship of the other party.
  4. Claims of Pierce become immediately due upon termination.

Article 13 – Liability

  1. Pierce is only liable for direct damage caused by gross negligence or intent and never more than the amount of the invoice or insurance payout.
  2. Indirect damage (lost profit, consequential damage, business interruption) is excluded.
  3. Liability of third parties engaged by Pierce is excluded.

Article 14 – Confidentiality

  1. Both parties shall keep confidential information confidential.
  2. Pierce may disclose confidential information if legally required.
  3. Pierce may mention the Counterparty’s name on a reference list unless otherwise agreed.

Article 15 – Intellectual Property

  1. All intellectual property rights on materials developed or provided by Pierce remain with Pierce or its licensors.
  2. The Counterparty only acquires the right of use arising from the Agreement.
  3. It is prohibited to exploit or reproduce Pierce’s materials without written consent.
  4. Violation results in an immediately payable penalty of €2,000 per act.

Article 16 – Privacy

Pierce processes personal data in accordance with applicable privacy legislation (GDPR). See the privacy statement on the website.

Article 17 – Limitation Period

Claims of the Counterparty against Pierce expire one year after the claim arises.

Article 18 – Assignment

Rights and obligations under the Agreement may not be transferred without Pierce’s written consent.

Article 19 – Governing Law and Jurisdiction

  1. These terms and conditions and the Agreement are governed exclusively by Dutch law.
  2. Disputes between Pierce and the Counterparty will primarily be settled by the competent court in Rotterdam.