Article 1. GENERAL

1.1 These general terms and conditions apply to all offers, quotations, and agreements of Van Haaren Consultancy Holding B.V. (hereinafter: “Contractor”), unless otherwise agreed in writing.
1.2 These terms and conditions also apply to additional or follow-up assignments.
1.3 Deviations from these terms are only binding if confirmed in writing by the Contractor.
1.4 The applicability of any general terms and conditions of the Client is expressly rejected.
1.5 All assignments are performed on the basis of a contract for services as referred to in Article 7:400 of the Dutch Civil Code. Unless otherwise agreed, the relationship does not constitute an employment agreement.

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Article 2. FORMATION AND EXECUTION

2.1 An agreement is concluded once the offer has been accepted by the Client, either orally or in writing, and such acceptance has been confirmed by the Contractor.
2.2 The Contractor shall use its best efforts to perform the assignment to the best of its knowledge and ability.
2.3 If necessary, the Contractor may engage an equivalent substitute.
2.4 Oral commitments are binding only if confirmed in writing.

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Article 3. FEES AND INVOICING

3.1 Unless otherwise agreed, invoicing shall be based on an hourly rate, including travel time and excluding VAT.
3.2 The Contractor is entitled to adjust its rates annually on January 1, with prior notice of at least one month.
3.3 For assignments exceeding €5,000 excluding VAT, an advance payment or partial invoicing may be agreed.

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Article 4. PAYMENT

4.1 Invoices must be paid within 30 days of the invoice date.
4.2 In the event of late payment, the Client shall be in default by operation of law and statutory interest shall be due.
4.3 If payment remains outstanding, the Client shall also owe extrajudicial collection costs in accordance with the Dutch Collection Costs Act (WIK).
4.4 The Contractor is entitled to suspend performance of services in the event of payment arrears.

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Article 5. CANCELLATION AND SUSPENSION

5.1 Cancellations must be made in writing. Cancellations up to 10 working days before commencement are free of charge.
5.2 For cancellations between 10 and 5 working days prior to commencement, 50% of the agreed amount will be charged.
5.3 For cancellations less than 5 working days before commencement, or in the event of a no-show, 100% of the agreed amount will be charged.
5.4 For long-term projects, agreements may be terminated monthly in writing, subject to one month’s notice.

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Article 6. TERM AND TERMINATION

6.1 Agreements are entered into for an indefinite period, unless otherwise agreed.
6.2 Termination must be made in writing with one month’s notice.
6.3 The Contractor may terminate the agreement with immediate effect in cases of non-payment, integrity violations, reputational damage, or other compelling circumstances.

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Article 7. OBLIGATIONS OF THE CLIENT

7.1 The Client shall provide all information, access, and cooperation reasonably required in a timely manner.
7.2 If the Client fails to do so, the Contractor is entitled to suspend its work without liability.

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Article 8. LIABILITY

8.1 The Contractor shall not be liable for indirect damages, consequential damages, or loss of profit.
8.2 The Contractor’s liability is limited to the invoice amount of the assignment concerned, with a maximum of €25,000.
8.3 If the relevant damage is covered by a liability insurance policy, the maximum liability shall be limited to the insured amount.
8.4 Claims shall expire if no written complaint is submitted within 12 months after the discovery of the event causing damage.

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Article 9. FORCE MAJEURE

9.1 In the event of force majeure, performance shall be suspended or the agreement may be terminated without any obligation to pay compensation.
9.2 Force majeure includes, but is not limited to: illness, government measures, pandemics, failure of communication systems, or other circumstances beyond the Contractor’s control.
9.3 Costs already incurred and work already performed shall remain payable.

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Article 10. CONFIDENTIALITY

10.1 Both parties shall treat all confidential information obtained in connection with the agreement as strictly confidential.
10.2 This obligation shall continue to apply after termination of the agreement.
10.3 In a multi-client context, participants remain individually responsible for deciding whether to share sensitive information.

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Article 11. INTELLECTUAL PROPERTY

11.1 All materials, models, methods, and documents provided by the Contractor remain the intellectual property of the Contractor.
11.2 The Client acquires only a limited right of use within its own organization.
11.3 Reuse, distribution, or external application is not permitted without prior written consent.

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Article 12. PERSONNEL

12.1 The Client is not permitted to employ, directly or indirectly, any employees or engaged third parties of the Contractor within 12 months after termination of the agreement.
12.2 In case of violation, the Client shall owe compensation equal to six months of the relevant person’s remuneration.
12.3 Recruitment through third parties or solicitation also falls under this restriction.

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Article 13. APPLICABLE LAW AND DISPUTES

13.1 All legal relationships are governed by Dutch law.
13.2 Disputes shall be submitted exclusively to the competent court in the district of Gelderland, location Arnhem or Nijmegen.
13.3 The parties shall first endeavor to resolve disputes through mediation.

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Article 14. PRIORITY IN CASE OF CONFLICT

14.1 In the event of any inconsistency between these general terms and conditions and a specific written agreement signed by the parties (such as a framework agreement or contract for services), the provisions of that agreement shall prevail.

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