Terms and conditions KnowVision (including Feng Shui by Mary-Rose and Mary-Rose K )
Chamber of commerce Netherlands; 38022388 – BTW id; NL001199750B72
Article 1 – General
- The general terms and conditions apply to all offers, quotations, activities, assignments and agreements between KnowVision and the Client(s), to which KnowVision has declared these terms and conditions applicable, insofar as these terms and conditions have not been deviated from in writing.
- These terms and conditions also apply to assignments with KnowVision, in which third parties are involved.
- If one or more of the provisions in these general terms and conditions expire, the other provisions of these general terms and conditions will continue to apply. In that case, the parties will consult to agree on replacement provisions, based on the purpose and intent of the original provision as far as possible.
Article 2A – Quotations
- Quotes from KnowVision are based on the information provided by the Client. The Client guarantees that to the best of its knowledge it has provided all information essential for the design, execution and completion of the assignment.
- The quotations made by KnowVision are without obligation and valid for 14 days, unless indicated otherwise. KnowVision is only bound by the offers if the acceptance thereof is confirmed in writing by the other party within 14 days, unless indicated otherwise.
- The prices in the quotes mentioned are exclusive of VAT, other government levies and other costs incurred for the assignment, such as shipping and administration costs, unless indicated otherwise.
- If the acceptance (on minor points) deviates from the offer included in the quotation, KnowVision is not bound by it. The assignment will then not be concluded in accordance with this deviating acceptance, unless KnowVision indicates otherwise.
- A composite quotation does not oblige KnowVision to perform part of the assignment for a corresponding part of the stated price.
- Quotations do not automatically apply to future assignments.
Artible 2B – Coaching Credits
- KnowVision can offer Client Coaching Credits. These Credits must be paid in advance and are valid for one year. In the event of non-payment, the hourly rate will still apply and the Coaching Credits will expire.
The Credits are debited in accordance with the agreed settlement of time and any travel costs and time. The Client guarantees that to the best of its knowledge it has provided all information essential for the design, execution and completion of the assignment.
- The mentioned Coaching Credits are exclusive of VAT, other government levies and other costs incurred for the assignment, such as shipping and administration costs, unless indicated otherwise. If the Client wishes to be eligible for a refund of funds for unused Coaching Credits, all Coaching Credits already debited from the relevant Coaching Credit card must be recalculated at the normal rates.
- Coaching Credits are not transferable for the benefit of other persons or companies, unless stated otherwise.
- The offer of Coaching Credits does not automatically apply to future assignments.
Article 3 – Provision of information and cooperation
The Client provides KnowVision in a timely manner with all documents, information and contacts that are necessary for the proper execution of the assignment.
Article 4 – Execution of the assignment and the involvement of third parties in this
- KnowVision carries out the work in the context of the assignment, to the best of its knowledge, expertise and ability.
- To the extent necessary for the proper execution of the assignment, KnowVision has the right to have parts of the work performed by third parties. It will do this in consultation with the Client and will do its utmost to achieve the agreed obligations and quality
- KnowVision accepts no liability for the work performed by third parties, insofar as they have entered into an agreement with the Client themselves.
- KnowVision is not liable for damage caused by relying on incorrect and/or incomplete data provided by the Client, unless it should have been aware of the inaccuracy or incompleteness of the data.
- If it has been agreed that the assignment will be carried out in phases, KnowVision can suspend the execution of those parts that belong to a next phase until the Client has approved the results of the preceding phase in writing.
- If KnowVision or third parties engaged by KnowVision carry out work for the assignment at the Client’s location or a location designated by the Client, the Client will provide the facilities reasonably desired by those employees free of charge.
Article 5 – Modification of the assignment, additional work
- The client accepts that the time schedule of the assignment may be influenced if the parties decide in the interim to change the approach, working method or scope of the assignment and the work arising from this. If changes occur in the interim by the Client in the execution of the assignment, KnowVision will make the necessary adjustments on the instructions of the Client. If this leads to additional work, it will charge this to the Client as an additional assignment. KnowVision may charge the extra costs for changing the assignment to the Client.
- Notwithstanding paragraph 1, KnowVision will not charge additional costs if the change or addition to the assignment is the result of circumstances that can be attributed to KnowVision.
Article 6 – Contract duration; execution time
- Partijen gaan de opdracht aan voor onbepaalde tijd, tenzij schriftelijk anders is overeengekomen.
- Is binnen de looptijd van de opdracht voor afronding van bepaalde werkzaamheden een termijn overeengekomen, dan is dit geen fatale termijn. Bij overschrijding van de uitvoeringstermijn dient Opdrachtgever KnowVision dus schriftelijk in gebreke te stellen.
Article 7 – Pricing
- If the parties have not agreed otherwise in writing, KnowVision will determine its rate according to its hourly rate, whether or not increased with surcharges indicated in advance.
- KnowVision’s rate includes the costs of secretarial work and telephone costs. Travel time is charged at half the hourly rate. It declares travel and accommodation costs to the Client. For all activities, KnowVision only charges for the time actually spent.
- Amounts are exclusive of VAT.
- If KnowVision agrees an hourly rate with the Client, KnowVision is nevertheless entitled to increase this rate without the Client in that case being entitled to dissolve the agreement for that reason, if the increase in the price results from a power or obligation under the law. – or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when the agreement was entered into.
- KnowVision may – without prior written notice – increase the rate agreed in the quotation as of 1 January of each calendar year by a maximum of the percentage of inflation in the previous year provided by Statistics Netherlands.
In the event of a price increase outside of inflation, KnowVision may also increase the prices. The Client may cancel the assignment with an annual increase of more than 10%. He is not allowed to do this if the increase results from the law.
- KnowVision will inform the Client in writing of its plans to increase the rate, including the amount and the effective date.
- If the Client does not agree with the increase of more than 10% planned by KnowVision, it can cancel the assignment in writing within two weeks after the notification thereof, per the effective date of the increase stated in KnowVision’s notification.
Article 8 – Payment conditions
- Payment must be made within 14 days of the invoice date, unless otherwise agreed. If Coaching Credits are not paid on time, the Coaching Credits will expire and normal rates apply.
- After the due date, the Client is legally in default and KnowVision has the right to charge the statutory interest. The Client calculates the interest on the amount to be paid from the moment that the Client is in default, until the amount has been paid in full. The Client will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due and payable will be calculated from the moment that the Client is in default until the moment of payment of the full amount owed.
- If the Client is in default or in default in the timely fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Client, including collection, extrajudicial and enforcement costs.
- KnowVision has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. KnowVision can, without being in default as a result, refuse an offer for payment if the Client designates a different order for the allocation of the payment. KnowVision can refuse full repayment of the principal if the outstanding and current interest and collection costs are not also paid.
- In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, KnowVision’s claims against the Client are immediately due and payable.
- In the event of non-compliance with the obligations by the Client, all costs incurred in order to be able to claim are for the Client, both judicial and extrajudicial.
Article 9 Retention of title
- All goods delivered by KnowVision, such as designs, sketches, drawings, films, software and (electronic) files, remain the property of KnowVision until the Client has fulfilled all its obligations.
- The Client is not authorized to pledge or otherwise encumber the items subject to retention of title.
- If third parties seize the goods delivered subject to retention of title or if they want to establish or enforce rights thereon, the Client must inform KnowVision of this as soon as can be expected.
- The client is obliged to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion, water damage and theft and to immediately make the policy of this insurance available for inspection on request.
- The goods delivered by KnowVision, which are subject to retention of title according to paragraph 1. of this article, may only be resold in the context of normal business operations, but never be used as a means of payment.
- If KnowVision wishes to exercise its property rights referred to in this article, the Client will give unconditional and irrevocable permission to KnowVision – or third parties to be designated by it – to enter all locations where KnowVision’s properties are located in order to take these items back.
Article 10 – Investigation and complaints
- Complaints about the work performed must be reported to KnowVision in writing by the Client within two weeks after the invoice date and at the latest within three weeks after the completion of the work in question. The notice of default must contain as detailed a description as possible of the shortcoming, so that KnowVision can respond adequately.
- If a complaint is justified, KnowVision will still perform the work as agreed, unless this has demonstrably become pointless. The latter must be made known to the Client in writing.
- If performing the agreed work is no longer possible or useful, KnowVision is liable, within the limits of Article 13.
Article 11 – Cancellation
If the agreement is terminated prematurely by KnowVision, KnowVision will arrange for the transfer of work still to be performed to third parties in consultation with the Client. This unless the termination is attributable to the Client. If the transfer of the work entails additional costs for KnowVision, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned term, unless KnowVision indicates otherwise.
Article 12 – Suspension and dissolution
- KnowVision is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not, not fully or not timely fulfill the obligations under the agreement, if KnowVision became aware of circumstances after the conclusion of the agreement give good reason to fear that the Client will not fulfill its obligations if, when the agreement was concluded, the Client was requested to provide security for the fulfillment of its obligations under the agreement and this security is not forthcoming or is insufficient or if due to the delay on the part of the The Client can no longer be required of KnowVision to fulfill the agreement under the originally agreed conditions.
- KnowVision is furthermore authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be required of KnowVision. . If the agreement is dissolved, KnowVision’s claims against the Client are immediately due and payable. If KnowVision suspends the fulfillment of its obligations, it will retain its rights under the law and the agreement.
- If KnowVision proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs incurred in any way.
- If the dissolution is attributable to the Client, KnowVision is entitled to compensation for the damage, including the costs, directly and indirectly incurred as a result.
- If the Client does not fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, KnowVision is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Client, by virtue of of breach of contract, but is obliged to pay compensation or indemnification.
Article 13 – Return of items made available
- If KnowVision has made goods available to the Client during the execution of the assignment, the Client must return the delivered goods at its written request within 14 days in its original condition, free of defects and in full.
- If the Client does not comply with this obligation, all costs arising from this will be for its account.If the Client remains in default after it has received a reminder, KnowVision may recover the resulting damage and costs, including the costs of replacement.
Article 14 – Liability
- KnowVision has a best efforts obligation for accepted assignments. If KnowVision should be liable, this liability is limited to what is regulated in this provision.
- KnowVision is not liable for damage, of whatever nature, caused by KnowVision relying on incorrect and/or incomplete information provided by or on behalf of the Client.
- KnowVision is only liable for direct damage. Indirect damage is exclusively understood to mean the reasonable costs to determine the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to compensate the defective performance of KnowVision to the agreement. to have them answered, insofar as these can be attributed to KnowVision and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. KnowVision is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
- If KnowVision is liable for direct damage, this liability is limited to a maximum of the invoice amount and in any case the amount of the payment to be made by KnowVision’s insurer in the appropriate case.
- The limitations of liability referred to in this article do not apply if the damage is due to intent or gross negligence on the part of KnowVision or its subordinates.
Article 15 – Indemnifications
The Client indemnifies KnowVision against claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to others than KnowVision. If KnowVision should be addressed by third parties for this reason, the Client is obliged to assist KnowVision both in and out of court and to immediately do everything that may be expected of it in that case. If the Client fails to take adequate measures, KnowVision is entitled to do so itself without notice of default. All costs and damage on the part of KnowVision and third parties that arise as a result will be entirely at the expense and risk of the Client.
Article 16 – Force majeure
- Parties do not have to fulfill their obligation if they are hindered by circumstances that cannot be blamed on their fault, and – according to the law – also not when a legal act or generally accepted views are for their account.
- Force majeure is understood to mean – in addition to what is understood below in the law and jurisprudence – all external causes, foreseen or unforeseen, on which KnowVision has no influence, but as a result of which it is unable to fulfill its obligations. This also includes strikes at KnowVision’s company, illness and/or disability.
- KnowVision also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after it should have fulfilled its obligations.
- Parties can postpone their obligations during the situation of force majeure. If the force majeure situation lasts longer than two months, all parties may dissolve, without any obligation to compensate the other party for damage.
- If KnowVision has already partially fulfilled its obligations at the time of force majeure, or will it be able to fulfill them, then it may declare this part. The client then pays this invoice as if it were a separate assignment.
Article 17 – Confidentiality
- Both parties are obliged to keep confidential information that they have received for the assignment. Information is considered confidential if this has been indicated by the other party or if this is apparent from the (type of) information.
- If KnowVision has to provide confidential information to third parties – designated by the law or the competent court according to a legal provision or a court decision and it cannot invoke a right of non-disclosure recognized or permitted by law or by the competent court, then KnowVision is it is not obliged to pay compensation or compensation and the other party is not entitled to dissolve the assignment on the basis of the damage that has arisen as a result.
Article 18 Intellectual property and copyrights
KnowVision reserves the rights and powers it is entitled to under the Copyright Act and other intellectual laws and regulations. KnowVision has the right to use the knowledge gained by the execution of an agreement for other purposes, insofar as no strictly confidential information of the Client is disclosed to third parties.
Article 19 – Applicable law, amendments and disputes
- Dutch law applies to every assignment between KnowVision and the Client. Even if an obligation is wholly or partly performed abroad or if the Client lives or is established abroad.
- These conditions have been filed with the Chamber of Commerce where KnowVision is registered. The most recently registered version or the version that applied at the time the order was concluded is always the current version.
- In the event of disputes arising from this agreement or from agreements based on it, the parties will try to resolve them in the first instance with the help of Mediation in accordance with the regulations of the Stichting Nederlands Mediation Instituut in Rotterdam.
- If it proves impossible to resolve such a dispute with the help of Mediation, the dispute will be settled by the competent court.
We apologize for any confusion arising from the translation. The general terms and conditions in the Dutch language remain a guideline for the legislation.