Algemene Voorwaarden EPPA Services B.V.
GENERAL TERMS AND CONDITIONS OF DELIVERY
EPPA Services B.V.
Article 1. Definitions
1. "Contractor" means EPPA Services B.V. (hereinafter: EPPA Services), established in The Hague, which has accepted the assignment for the work
2. "Client" means the party that has commissioned EPPA Services to perform the work.
3. "Assignment" refers to the Client's request to EPPA Services to perform work in exchange for remuneration.
4. "Work" means all services performed by or on behalf of EPPA Services and everything that EPPA Services creates or carries out for the benefit of the Client, within the scope of the assignments issued in view of the Client's communication interests, or has third parties perform.
5. "Offer" means the more or less specified work and the estimate of the costs associated with such work.
6. "Event" means any event, workshop, clinic, training, course, opening, gala, conference, debate, or other gathering organized or provided by EPPA Services.
7. "Interim Assignment" refers to a temporary assignment in which an interim professional, engaged by EPPA Services, performs work on behalf of the Client.
8. "Interim Professional" means the person deployed by EPPA Services for the performance of an interim assignment.
Article 2. General
1. These terms and conditions apply to all work performed by EPPA Services and to all offers and agreements of EPPA Services.
2. These General Terms and Conditions form part of the agreement between EPPA Services and the Client. They shall also apply to subsequent assignments given by the Client to EPPA Services, regardless of whether they have been provided (in time).
3. The work will only be carried out for the benefit of the Client. Third parties cannot derive any rights at all from the execution of the work carried out for the Client.
4. Any terms and conditions applied by the Client for the granting of mandates are expressly excluded from the agreement entered into between the Parties.
5. If one or more provisions in these general terms and conditions are or become null and void then the other provisions of these general terms and conditions will continue to apply in full. The Parties will then consult with each other as soon as possible in order to agree a legally valid provision that leads to a material outcome comparable to that of the provision that is or is made null and void.
Article 3. Prices
1. Unless expressly stated otherwise, all prices charged by EPPA Services are exclusive of VAT, costs for work carried out by engaged third parties, and any shipping, production, transport, and travel costs.
2. The Client shall, to the extent possible, pay the costs of third parties directly. If EPPA Services advances such costs, EPPA Services is entitled to charge a surcharge.
3. If, between acceptance and execution of the work, changes occur in the prices of EPPA Services' suppliers, wages of its staff, or other circumstances resulting in cost increases, EPPA Services is entitled to pass on such changes to the Client.
4. EPPA Services is entitled to adjust its rates annually on 1 January in accordance with the CPI Consumer Price Index for All Households, or any successor index if the CPI should be discontinued.
Article 4. Quotations / mandates
1. All offers are non-binding unless otherwise stated in the offer. EPPA Services may revoke any non-binding offer within three (3) business days after acceptance.
2. Offers issued by EPPA Services are valid for thirty (30) days.
3. The work and prices offered in a particular quotation are always based on estimates. Permitted margins (leeways) apply that are set out below in these terms and conditions and relate to deviations and overruns.
4. At the Client's request, EPPA Services shall submit a quotation for approval before the commencement of the work.
5. If, during the execution of the work, unavoidable deviations from a quotation occur, EPPA Services shall notify the Client as soon as possible. EPPA Services shall be entitled to adjust its prices accordingly. The Client shall accept overruns of up to 10% of the quotation as a budgetary risk and shall not be required to report them as such.
6. Changes in the assignment may result in delays in the timing of certain work by EPPA Services.
Article 5. Client contacts
1. At the Client's request, EPPA Services shall prepare minutes of meetings.
2. In the case of telephone contact, a confirmation will only be made if, in the opinion of EPPA Services, the content of the conversation warrants it.
3. If the Client does not respond within two (2) business days after dispatch of minutes or confirmation, the content shall be deemed accurate and complete and shall bind both the Client and EPPA Services.
4. EPPA Services shall send the confirmation or minutes to the contact person with whom the meeting took place.
5. The Client does not object to communication by e-mail (including Outlook), TEAMS/ZOOM/Webex/Snapchat/Discord/WhatsApp, etc., and other customary (digital) communication tools, and acknowledges the associated risks. EPPA Services accepts no liability for any damage resulting therefrom.
Article 6. Duration and termination of the partnership
1. Unless a specific period of time is agreed, the partnership is entered into for an indefinite period of time. In the case of an agreement for an indefinite period of time, the Parties will mutually agree a notice period for the termination of the agreement that will be quoted in it.
2. If no notice period as referred to in paragraph 1 above is agreed then a notice period of two months will apply in respect of termination, with it also being possible to terminate as at the first of the month. A partnership that has already been in force for longer than one year will be subject to a three-month notice period.
3. Termination by the Client must be made by registered letter.
4. EPPA Services may terminate the assignment with immediate effect by registered letter if the Client acts in breach of any provision of the agreement or these general terms and conditions, including the obligation to adequately inform EPPA Services, thereby jeopardizing the reputation of EPPA Services, without prejudice to the right to claim damages.
5. Upon termination of the assignment, EPPA Services shall retain the right to payment of invoices for work performed up to that point, and the work will be made available to the Client to the extent possible. Any additional costs incurred shall be charged. If either party becomes insolvent, files for suspension of payments, or ceases operations, the other party shall have the right to terminate the assignment immediately, without prejudice to its rights.
6. In the event of interim termination by the Client, the Client shall be obliged to pay EPPA Services a monthly fee during the notice period equal to the average invoiced remuneration over the twelve (12) months preceding the notice period, or the shorter duration of the assignment.
Article 7. Interim Assignments
- Definition and nature
1.1. "Interim Assignment" means a temporary assignment whereby an interim professional engaged by EPPA Services performs work at or for the Client.
1.2. "Interim Professional" means the person deployed by EPPA Services for the performance of an interim assignment.
1.3. The interim professional is made available to the Client by EPPA Services. The Client is responsible for complying with applicable rules, procedures, and regulations at the workplace, including those related to safety and working conditions. EPPA Services remains responsible for contractual obligations towards the interim professional, including remuneration and social security contributions. - Duration and termination
2.1. The interim assignment shall be for the term specified in the agreement.
2.2. Early termination may only take place by mutual written agreement, in case of force majeure, or in the event of a material breach by either party.
2.3. EPPA Services reserves the right to terminate the assignment with immediate effect in the event of Client's default, bankruptcy, suspension of payments, or other severe circumstances. - Workplace and responsibilities
3.1. The Client shall provide a suitable workplace and access to necessary systems and facilities.
3.2. The Client shall respect the independence of the interim professional and shall not issue instructions outside the scope of the agreed assignment.
3.3. The Client shall be responsible for the interim professional's compliance with internal rules and procedures. - Remuneration, invoicing, and transfer
4.1. Remuneration shall be agreed on an hourly or daily basis and invoiced monthly, unless otherwise agreed in writing.
4.2. If the interim professional enters into employment with the Client during or after the assignment, Article 10 of these general terms and conditions shall expressly apply. - Salary, social security, and insurance
5.1. If EPPA Services employs the interim professional, EPPA Services shall be responsible for the timely payment of salary and remittance of social security contributions and taxes.
5.2. The Client shall be responsible for insuring damage arising from the actions of the interim professional within the Client's organization, insofar as EPPA Services' liability insurance does not cover such damage. - Confidentiality and intellectual property
6.1. The interim professional and EPPA Services shall be bound to the confidentiality of all confidential information obtained during the interim assignment.
6.2. Unless otherwise agreed in writing, intellectual property rights to materials developed by the interim professional shall vest in the Client.
6.3. EPPA Services shall retain the right to use knowledge and experience gained during the interim assignment for other assignments, provided no confidential information of the Client is disclosed.
Article 8. Particulars for the execution of work
1. EPPA Services shall determine the manner of performance of the work, unless expressly agreed otherwise in writing. EPPA Services shall perform the job to the best of its knowledge and ability, in accordance with the requirements of good workmanship. The agreement with the Client results solely in a best-efforts obligation for EPPA Services.
2. The work will be executed in accordance with that agreed with the Client about the execution, this agreement including these general terms and conditions. If the Client deems this necessary in the interests of a proper execution then it is at all times possible to deviate from it once the deviation in question has been agreed.
3. EPPA Services must be informed in a timely manner of any such deviations. Failure to disclose does not mean the assignment has not been correctly executed. Only work that cannot reasonably be deemed part of the agreed-upon assignment falls outside the scope, subject to the provisions outlined below.
4. The Client shall provide EPPA Services with complete, accurate, and transparent data and/or information that EPPA Services has indicated is necessary, or that the Client should reasonably understand to be critical, for the proper execution of the assignment. If the Client provides EPPA Services with data carriers, electronic files, or software, the Client guarantees that these are free from viruses and defects and do not infringe third-party intellectual property rights.
5. Provided clear agreements have been made regarding the purpose of use, EPPA Services shall ensure that the design and execution of communications and related materials comply with applicable legal requirements, codes of conduct, standards, and guidelines, insofar as reasonably known or to be known to it.
6. EPPA Services operates in accordance with several practical, moral, and ethical core values, supplementary to applicable laws and regulations. These values are laid down in the Code of Conduct of the Dutch Association for Public Affairs (BvPA). EPPA Services and its employees, as well as third parties engaged by it, are obligated to comply with the letter and spirit of this Code. The BvPA Code of Conduct can be found at www.bvpa.nl. www.bvpa.nl.
7.Indien de inschakeling van derden naar het oordeel van EPPA Services redelijkerwijs noodzakelijk is voor een goede vervulling van een opdracht, of uit de aard van een opdracht voortvloeit, is EPPA Services gerechtigd om namens en voor rekening van de opdrachtgever aan derden opdracht te geven om bepaalde goederen of diensten te leveren of anderszins ter beschikking van EPPA Services te stellen.
Article 9. Payment and payment terms
1. Without prejudice to that laid down in the following paragraphs, payments must be made no later than thirty (30) days after invoice date.
2. EPPA Services shall invoice in a timely manner, typically every month, and may issue interim invoices as needed.
3. EPPA Services may require a bank guarantee approved by it as security for payment.
4. EPPA Services may require an advance payment.
5. If the Client fails to pay within the agreed period, statutory interest shall be due on the invoice amount from the due date, without any prior notice being required.
6. All costs both judicial and extrajudicial that relate to the collection of the sums owed by the Client that he failed to pay on time will be for the Client’s account, as will the actual and reasonable costs incurred for a lawyer that exceed the legal costs for the bankruptcy proceedings. The existence of these invoices and the provision of a photocopy to the Client will be deemed to be binding proof that these costs are owed. Irrespective of the actual costs incurred, in all cases a minimum of 15% of the relevant invoice amount will be owed as a fee for the extrajudicial collection, with a minimum such fee of € 350.00 per invoice.
7. Payments made by the Client will in all cases serve first of all as settlement of the interest and costs owed and only then for the settlement of the invoice amount that has been outstanding the longest, even if the Client states in respect of the payment that he wishes to settle another invoice first.
8. Claims of the Client may not be set off against claims of EPPA Services.
9. The Client must file any notice of objection to the invoice within five (5) working days of the invoice date. Such an objection does not suspend the Client’s payment obligation.
Article 10. Personnel
1. During the assignment and for one (1) year thereafter, the Client shall not approach, recruit, hire, or otherwise engage EPPA Services' personnel or third parties engaged by EPPA Services.
2. For each breach, the Client shall owe EPPA Services an immediately payable penalty of EUR 50,000.
Article 11. Suspension, cessation and termination
1. EPPA Services may suspend or cease execution of the assignment if the Client fails to comply with the payment terms or provide the required guarantees.
2. The consequences of suspension, cessation and/or termination will be fully for the account and risk of the Client.
3. These do not affect payment obligations for work that has already been performed.
EPPA Services may claim compensation for damages, costs, and loss of income caused by Client’s default.
Article 12. Delivery times
Stated delivery times are indicative only. Late delivery does not entitle the Client to compensation. Dissolution is only possible if, after notice of default, EPPA Services has had thirty (30) days to perform.
Article 13. Confidentiality
EPPA Services shall maintain the confidentiality of all confidential data provided by the Client, which is clearly marked as such.
Article 14. Objections, complaints and proof
1. Defects apparent upon delivery must be reported immediately in writing.
2. If there are any non-obvious work-related shortcomings then the Client must file a written objection with EPPA no later than eight (8) working days after these shortcomings could have reasonably been observed.
3. Once the aforementioned deadlines have elapsed, complaints can no longer be dealt with and the Client will have forfeited his rights in this regard, unless this deadline must be reasonably extended in a particular case.
4. EPPA Services' records shall be decisive, subject to proof to the contrary.
Article 16. Liability
1. EPPA Services cannot be held liable by the Client, visitors, or participants for loss or damage to personal property.
2. EPPA Services is not liable for damage arising from incorrect or incomplete information provided by the Client. The Client indemnifies EPPA Services against any third-party claims arising from this matter.
3. Total liability is limited to direct damages up to the contract price (excl. VAT, less out-of-pocket expenses), with a maximum of EUR 10,000.
4. Direct damages are limited to reasonable costs for compliance, determination, or prevention of direct damages.
a) de redelijke kosten die de opdrachtgever zou moeten maken om de prestatie van EPPA Services aan de overeenkomst te laten beantwoorden; deze schade wordt echter niet vergoed indien opdrachtgever de overeenkomst heeft ontbonden;
b) reasonable costs incurred to determine the cause and scope of the damage/loss, in so far as this determination relates to the direct damage/loss within the meaning of these terms and conditions;
c) reasonable costs incurred to prevent or limit the damage/loss, in so far as the Client can demonstrate that these costs led to the limitation of the direct damage/loss within the meaning of these terms and conditions.
5. EPPA Services is not liable for damage to property or data provided by the Client.
6. Liability for death, personal injury, or material damage is limited to EUR 10,000 per event.
7. These limits also apply to liability in tort.
8. EPPA Services is not liable for indirect or consequential damages, lost profits, or reputational damage.
9. Liability only arises after the Client has provided proper written notice of default.
10. Any claim expires after three (3) months from the damaging event.
11. EPPA Services is not liable for damage caused by third parties engaged. The Client indemnifies EPPA Services.
12. Materials provided for events must be returned undamaged. The Client shall reimburse for damage.
13. Participation in events is at the participant's own risk.
14. EPPA Services is not liable for cancellation of speakers, content, no-shows, third-party failures, or cancellation due to external circumstances.
15. De deelname aan de door EPPA Services georganiseerde events geschiedt op eigen risico, wanneer een overeenkomst door de opdrachtgever met EPPA Services wordt aangegaan accepteert de opdrachtgever zijn/haar eigen risico.
16. De opdrachtgever (en bezoekers of deelnemers van het event) zijn verplicht tijdens de uitvoering van het event alle aanwijzingen van EPPA Services en door EPPA Services ingeschakelde derden op te volgen. EPPA Services kan bij weigering van het opvolgen van aanwijzingen door de opdrachtgever (en bezoekers/ deelnemers van het event) op ieder willekeurig moment besluiten de uitvoering van de overeenkomst te staken zonder dat dit aan de zijde van de opdrachtgever enig recht geeft op restitutie van betaalde bedragen of schadevergoeding.
17. Opdrachtnemer is expliciet maar niet uitsluitend niet aansprakelijk voor:
– het uitvallen of gedrag van sprekers of dagvoorzitters
– de inhoud van bijdragen tijdens het evenement
– aantal aanmeldingen en/of no-shows van evenementdeelnemers
– handelingen of nalatigheden van derden of leveranciers
– het niet doorgaan van het evenement door externe omstandigheden
Article 17. Responsibility
1. Final responsibility for the content of communications lies with the Client.
2. If EPPA Services is involved in legal proceedings, it may conduct its own defense.
Article 18. Force majeure
1. In case of force majeure, EPPA Services may suspend performance without liability.
2. Force majeure includes: strikes, terrorism, natural disasters, cyberattacks, epidemics, pandemics, energy shortages, war, riots, floods, storms, media outages, trade restrictions, failure to obtain permits, or government measures.
Article 19. Cancellation
1. Changes to assignments must be in writing.
2. In case of cancellation by the Client, the following percentages of the project budget are payable:
- More than 2 months before start: 25%
- Up to 2 months before start: 50%
- Up to 1 month before start: 75%
- Up to 1 week or less before start: 100%
3. These fees compensate EPPA Services for incurred costs, reserved capacity, and lost revenue.
4. In the event of force majeure, EPPA Services shall not be liable for damages. Hours worked remain payable.
5. The postponement of an event is deemed cancellation unless a new date and costs are mutually agreed upon.
6. If the Client delays execution, EPPA Services may charge additional time or shorten the event without refunds.
Article 20. Intellectual Property
1. By commissioning publication or reproduction of materials, the Client warrants that no third-party rights are infringed and indemnifies EPPA Services.
2. Intellectual property rights created in the course of work vest in EPPA Services, unless otherwise agreed. EPPA Services may use such rights freely, subject to Client's usage rights under the agreement.
3. The Client is not entitled to any use of that produced under the mandate that is other than or that goes beyond the use already expressly agreed. If nothing has been agreed in this regard then the initial use will be deemed to have been agreed.
4. EPPA Services may use knowledge gained for other purposes, provided confidentiality is maintained.
5. For each breach, the Client shall owe an immediately payable penalty of EUR 30,000, without prejudice to any other rights of EPPA Services.
Article 21. Assignment of Rights and Obligations
1. Neither of the Parties is entitled to transfer to a third party in whole or part the rights and obligations arising from agreements entered into under these terms and conditions, apart from with the prior written consent of the other Party.
2. If the Client's business is merged or continued in another entity, both original and successor entities shall be jointly liable.
Article 22. Governing Law and Jurisdiction
Dutch law exclusively applies. Disputes shall first be settled amicably or escalated within management. Failing that, disputes shall be submitted to the competent court in the district where EPPA Services is established, including provisional measures.
Article 23. Language
These terms and conditions may be drawn up in different languages. In case of discrepancies, the Dutch text shall prevail.