1. Definitions
Contractor: Menno Middel – Freelance Scrum Master and Agile Coach.
Client: Any legal entity or natural person in a contractual relationship with the Contractor due to an agreement for the performance of work by the Contractor.
Assignment: The agreed-upon tasks to be performed by the Contractor for the Client.
Party or Parties: each of Contractor or Client individually or collectively.
2. Applicability
2.1. These General Terms and Conditions apply to all quotations, agreements, and services provided between the Contractor and the Client, unless agreed otherwise in writing.
2.2. Deviations from and additions to the Assignment and/or these general terms and conditions are only valid if they are expressly and in writing agreed upon in, for example, a (written) Agreement or (a further) order confirmation.
2.3. If any condition in these general terms and conditions differs from a condition in the order confirmation, the condition in the order confirmation shall apply regarding the contradiction.
2.4. These general terms and conditions also apply to any additional or follow-up Assignments.
2.5. The applicability of the general terms and conditions of the Client is hereby explicitly rejected by the Contractor.
3. Execution of the Assignment
The Contractor will give their best efforts to perform any Assignment to the best of their understanding and ability, in accordance with the industry standards and good industry practices. However, the Contractor cannot guarantee that the intended result will be achieved with the performed work.
4. Duration and Termination
Assignments are valid for a period of minimum one (1) month, unless agreed otherwise. A Party can only terminate an Assignment with a prior written notice period of one (1) month to the other Party, unless agreed otherwise.
5. Rates and Payment Terms
5.1. Rates, fees and any and all costs estimates shall be agreed upon between the Parties in advance. Unless agreed otherwise, Contractor can invoice the Client monthly. The payment of each invoice shall be made not later than 30 days of the invoice date.
5.2. If the Client has not paid within the term mentioned in the first subsection, the Client is in default by operation of law, and the Contractor is entitled to charge the statutory (commercial) interest from that moment.
5.3. If the Client has not paid within the term mentioned in the first subsection, the Client is obliged to reimburse all judicial and extrajudicial (collection) costs actually incurred by the Contractor. The reimbursement of the costs made is not limited to the costs awarded by the court, if any.
5.4. In case of a jointly given Assignment, Clients are jointly and severally liable for the payment of the invoice amount, the due interest(s), and costs.
6. Changes to the Assignment
Changes in an Assignment by the Client may lead to adjustments in the rate or the execution term by the Contractor. Such changes shall be agreed upon mutually between the Parties and documented in writing.
7. Confidentiality
Each Party (i) shall maintain the other Party’s Confidential Information strictly confidential, (ii) agrees that it will take the same steps to protect the confidentiality of the other Party’s Confidential Information as it takes to protect its own Confidential Information, which shall in no event be less than reasonable steps, and (iii) shall not use the other Party’s Confidential Information for any purpose other than in accordance with these General Terms and Conditions and shall not disclose such Confidential Information to any person other than its personnel who have a need to know such Confidential Information for the purpose of these General Terms and Conditions. Confidential Information means information furnished by the disclosing Party, whether orally, in writing, electronically, in other tangible form or format, or through or by observation, and identified as confidential or proprietary or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature.
8. Intellectual Property
The Contractor retains ownership of any pre-existing intellectual property rights. New intellectual property rights that are created during an Assignment are owned by the Contractor, unless agreed otherwise between Parties.
9. Limitation of Liability
The total liability of Contractor for any and all claims, damages, or losses, whether arising in contract, tort, or otherwise arising in relation with an Assignment, shall be limited to the coverage amounts provided by Contractor’s insurance policies in effect at the time the claim is made, up to the maximum extent permitted by Dutch law.
10. Insurance
The Contractor shall maintain appropriate liability insurance throughout the term of an Assignment, with coverage amounts and types as required by Dutch law.
11. Force Majeure
11.1. In case of force majeure, both parties are not obliged to fulfill any obligation. Force majeure includes, but is not limited to, strikes, illness, and lock-outs.
11.2. If Contractor has already partially fulfilled its agreed obligations at the onset of the force majeure, the Contractor is entitled to invoice the performed Services separately and interim, and the Client must pay this invoice as if it were a separate transaction.
12. Disputes and Applicable Law
Disputes will be resolved as much as possible in mutual consultation. All matters arising from or connected with these General Terms and Conditions, are exclusively governed by the laws of the Netherlands. Any dispute that directly or indirectly arises from these General Terms and Conditions, if not resolved amicably, shall exclusively be directed to the Amsterdam courts. If any provision in these General Terms and Conditions is declared illegal or unenforceable, the provision will become void, leaving the remainder of these General Terms and Conditions in full force and effect.
13. Relationship of the Parties
The Parties are independent contractors. These General Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Neither Party will have the right, power or authority to make any representation or warranty (whether express or implied), or to assume or create any obligations on behalf of the other Party, or to bind the other Party in any manner whatsoever.
14. Non-exclusivity
Client agrees that the Contractor is free to engage in other business activities and contracts during the term of any Assignment, provided that such activities do not conflict with the Contractor’s obligations and duties under another Assignment.
15. Final Provisions
Any changes to these General Terms and Conditions are only effective if agreed upon in writing.
version: 18-02-2024