General Terms and Conditions of Yolk
1.Definitions
In these general terms and conditions, the following definitions shall apply:
1.1 Assignment: An assignment agreement as defined in Article 7:400 et seq. of the Dutch Civil Code, in which one party, the contractor (Yolk BV), undertakes to perform consultancy work (or have such work performed) for the customer’s organization, vis-à-vis the other party, the customer. The engagement agreement is recorded in writing and includes, among other things, a description of the work to be performed.
1.2 Contractor: Yolk BV, the party that has entered into an agreement with the client to provide products and/or services.
1.3 Principal: The natural or legal person or non-profit institution with whom the Contractor enters into an agreement to provide products and/or services.
1.4 Parties: Refers collectively to the principal and the contractor.
1.5 Agreement: Any mutual acceptance of delivery of one or more products and/or services provided by the Contractor.
2. General
2.1 These General Terms and Conditions shall apply to any agreement or other legal relationship between the Contractor and the Client.
2.2 By signing an agreement with the Contractor, the Client declares that they have read and agreed to the Contractor’s general terms and conditions.
2.3 Deviations from these general terms and conditions are only possible if explicitly included in an agreement between the Contractor and the Customer.
2.4 The general terms and conditions of the Customer or third parties are not binding on the Contractor and do not apply.
3. Offer and Acceptance
3.1 All offers made by the Contractor to the Client are non-binding.
3.2 Offers or quotations made by the Contractor are valid for 30 days, unless otherwise specified.
3.3 An agreement is established between the Contractor and the Client when the Client accepts an offer from the Contractor via email, online signature, or in writing. If the Client fails to do so but verbally agrees to the Contractor commencing work on the assignment, the contents of the offer are deemed to have been agreed upon.
3.4 A composite quotation does not obligate the Contractor to perform part of the assignment at a corresponding part of the quoted price.
3.5 Offers or quotations do not automatically apply to future orders.
4. Commencement and Execution of the Agreement
4.1 The Contractor shall make every effort to perform the agreement carefully and independently, representing the Client’s interests to the best of their knowledge, and striving for a result that is beneficial to the Client. The Contractor will keep the Client informed of the work’s progress when necessary. In the event of a missed deadline, the Contractor will promptly inform the Client and agree on the next steps.
4.2 If necessary for the proper execution of the Agreement, the Contractor may subcontract certain work to third parties.
4.3 The Client is responsible for providing all necessary information to the Contractor in a timely manner, as indicated by the Contractor or reasonably understood by the Client as necessary for the agreement’s performance. Failure to provide timely data may result in the Contractor suspending the agreement’s performance and billing the Client for additional costs at their standard rates.
4.4 The Contractor is not liable for damages arising from relying on incorrect and/or incomplete data provided by the Client.
5. Modification of the Agreement
5.1 If, during the execution of the agreement, it becomes necessary to modify or supplement the work, the parties will make such modifications by mutual agreement.
5.2 If modifications or supplements are agreed upon, they may affect the timeline for completion. The Contractor will inform the Client promptly. Such modifications or supplements will not entitle the Client to compensation for damages.
5.3 If modifications or supplements to the agreement result in financial and/or quality-related consequences, the Contractor will inform the Client in advance and may charge additional costs.
6. Duration and Conclusion of the Agreement
6.1 The agreement’s duration can be influenced by various factors, including the quality of information obtained and cooperation provided. The Contractor cannot specify the exact duration of performing the Agreement in advance unless agreed upon in writing.
6.2 Financially, the Agreement is considered concluded when the final invoice is approved by the Principal. The Client must notify the Contractor of this within thirty days from the final invoice date. Failure to respond within this period will deem the final invoice approved.
7. Interim Termination of the Agreement
7.1 Either party may terminate the agreement prematurely if they believe that the assignment cannot be executed according to the agreement and any subsequent additional agreements. Written notice with reasons must be provided to the other party. Premature termination is only possible due to uncontrollable facts and circumstances beyond the terminating party’s control. The Contractor retains the right to payment for work performed up to that point, providing preliminary results if possible and subject to reservation. Additional costs incurred will be charged.
7.2 If either party becomes bankrupt, applies for a suspension of payments, or ceases business operations, the other party can terminate the assignment without notice.
8. Suspension and Dissolution
8.1 The Contractor may temporarily or permanently suspend delivered products and/or services and restrict their use if the Client fails to comply with the agreement’s terms or violates these general terms and conditions.
8.2 The Contractor may suspend their obligations or terminate the agreement if:
A: The Client does not fulfill or fully fulfill their obligations.
B: After the agreement’s conclusion, the Contractor learns of circumstances suggesting that the Client will not fulfill their obligations.
C: The Client fails to provide the required security for fulfilling their obligations.
9. Payment
9.1 Payment by the Client must be made within the agreed-upon terms, without deduction, discount, or set-off, and no later than thirty days after the invoice date. Payment should be made to a bank account specified by the Contractor.
9.2 If the Client does not make payment within thirty days of the invoice date, the Contractor can charge statutory interest from the due date without further notice, in addition to other rights.
9.3 The Client is responsible for covering all reasonable judicial and extrajudicial (collection) costs incurred by the Contractor due to the Client’s failure to meet payment obligations.
9.4 If the Client requests an audit by a registered accountant in response to a claim, cooperation will be provided, but the Client will bear the audit’s costs.
9.5 If the Contractor believes the Client’s financial position or payment history warrants it, the Contractor can require immediate (additional) security, failing which the Contractor can suspend further performance and demand immediate payment of all outstanding amounts.
10. Intellectual Property
10.1 Models, techniques, instruments, including software and other products of the mind used for the agreement’s performance or included in advice or research results, remain the Contractor’s property unless they already belong to third parties. Disclosure, further use, or distribution requires written permission from the Contractor.
10.2 The Client may reproduce documents for their own organization’s use within the agreement’s scope. The same applies in the event of interim termination of the agreement.
11. Liability and Indemnity
11.1 The Contractor is liable for damages resulting from an attributable failure in the performance of the Agreement to the extent they result from a lack of due care, skill, or professionalism that can be expected within the context of the Agreement.
11.2 Liability is limited to the amount paid by the Contractor’s liability insurer for the specific case. If the insurer does not cover the liability, it is limited to the fee charged for the Agreement’s performance.
11.3 Claims must be made within one year of discovering the damage. The Client must notify the Contractor in writing immediately upon discovering a defect. The Contractor may attempt to remedy the defect if possible.
12. Force Majeure
12.1 The Contractor is not liable for failures resulting from force majeure, which includes, but is not limited to, transport and communication failures, and disruptions at third parties on which the Contractor depends, including cloud service providers, communication links, and other parts of the information technology infrastructure.
12.2 During force majeure, the Contractor’s obligations are suspended.
13. Secrecy
13.1 The Contractor will maintain due care and confidentiality concerning all confidential or competitively sensitive information of the Client that comes to their attention during the Agreement, excluding cases of statutory or professional disclosure requirements, the need for defense in a (disciplinary) court, Client’s release from secrecy, or information obtained from public sources. The Contractor will take all necessary precautions to protect the Client’s interests within the Agreement’s scope.
13.2 The Client may not disclose the Contractor’s approach, method, advice content, or opinions to third parties without written consent, nor provide the Contractor’s report or other material without a legal or professional obligation.
14. Applicable Law
14.1 All offers and agreements made under these terms and conditions are subject exclusively to Dutch law.