Article 1   Applicability of the general terms and conditions

These general terms and conditions apply to all offers, services, quotations and agreements for organisational consultancy between Bright & Company B.V. and clients, as well as their legal successors.

Article 2   Basis of the offer

Quotations from Bright & Company B.V. are based on the information provided by the client. The client warrants that, to the best of their knowledge, they will make all essential and relevant information available to Bright & Company B.V. so that an accurate offer can be made. Bright & Company B.V. will perform the consultancy services to the best of its judgement and ability, and in accordance with the requirements of professionalism and good workmanship.

Article 3   Provision of information, staff and workspace by the client

To ensure that the assignment is carried out properly and, as far as possible, on schedule, the client will provide in a timely manner all documents and data that Bright & Company B.V. requires for the adequate performance of the assignment. This also applies to making available the resources (capacity, expertise and/or experience of staff from the client’s organisation) that Bright & Company B.V. needs for the optimal performance of its work. If the performance of the assignment so requires, the client will provide Bright & Company B.V. at its location(s) with workspace free of charge, including a telephone connection and internet/intranet access.

Article 4   Composition of the advisory team

If Bright & Company B.V. considers it necessary for the quality and continuity of the performance of the assignment, the composition of the advisory team may be changed in consultation with the client.

Article 5   Involvement of third parties in the performance of the assignment

Third parties may be involved or engaged in the performance of the assignment, whether by the client or by Bright & Company B.V., only by mutual agreement and with the consent of both contracting parties.

Article 6   Rates and costs of performing the assignment

The rates and the cost estimates based on them, as stated in the quotation, include overhead costs and exclude 21 percent VAT. Additional assignment-related costs (materials, etc.) and travel and accommodation expenses will be charged separately by Bright & Company, unless it is explicitly stated that these costs form part of the rates applied and/or the total fee. If significant unforeseen price increases occur during the term of the assignment in the costs that the contractor must incur for the optimal performance of the assignment, Bright & Company B.V. reserves the right to pass these costs on to the client in the form of a rate adjustment.

Article 7   Payment terms

Unless otherwise stated in the quotation, the agreed total fee will be invoiced in monthly (advance) invoices. The additional assignment-related costs referred to in Article 6 will be invoiced afterwards, based on the travel, accommodation and material costs actually incurred. Payment must be made within 15 days of the invoice date. After the due date, Bright & Company B.V. is entitled to charge statutory interest, without notice of default being required. If payment is not made, Bright & Company B.V. may suspend the performance of the assignment by invoking the right to suspend performance due to uncertainty over the client’s ability to pay. If the client is in default, or otherwise fails to fulfil one or more of its obligations, all costs of obtaining payment of the amount due will be borne by the client, both judicial and extrajudicial.
If the assignment has been given by more than one client, all clients are jointly and severally liable for the fulfilment of the obligations set out in this article (regardless of the name in which the invoice is issued).

Article 8   Changes to the assignment / additional work

The client accepts that the schedule of the assignment may be affected if the parties agree during the assignment to expand or change the approach, working method or scope of the assignment and/or the resulting activities. If a change to the assignment or its performance arises at the client’s instigation, Bright & Company B.V. will make the necessary adjustments, if the quality of the service so requires. If such an adjustment leads to additional work, this will be confirmed to the client as a supplementary assignment. If the client cancels appointments within 48 hours before the agreed start of the work, Bright & Company reserves the right to charge for them at the applicable hourly rate.

Article 9   Duration and conclusion of the assignment

In addition to the efforts of the advisory team, the duration of the assignment may be influenced by many factors, such as the quality of the information made available to Bright & Company B.V. and the cooperation provided by the client. Bright & Company B.V. is therefore unable to state in advance exactly how long the assignment will take to complete. The lead times stated in the quotation are therefore indicative.

In financial terms, the assignment is concluded once the client has approved the final statement. If the client does not respond within 15 days of the date of the final statement, the final statement will be deemed approved. If the client wishes to have a registered accountant (registeraccountant) audit the invoices of Bright & Company B.V., cooperation will be provided. The costs of such an audit will be borne by the client.

Article 10   Early termination of the assignment

The parties may terminate the agreement unilaterally only if one of them considers that the assignment can no longer be performed in accordance with the confirmed quotation and any later additional assignment specifications. This must be communicated to the other party in writing, stating the reasons. If the client terminates early, Bright & Company B.V. is entitled, because of the resulting and demonstrable loss of capacity utilisation, to compensation equal to the value of the quotation amount not yet invoiced. Bright & Company B.V. may exercise its right of early termination only if, as a result of facts and circumstances beyond its control and/or not attributable to it, completion of the assignment cannot reasonably be required. In that case, Bright & Company B.V. retains the right to payment of the invoices for work performed up to that point, and the provisional results of the work performed to date will be made available to the client, subject to reservations. Insofar as this entails additional costs, these will be charged. If either party is declared bankrupt, applies for suspension of payments or ceases its business operations, the other party has the right to terminate the assignment without observing a notice period, subject to all rights being reserved.

Article 11   Intellectual property

Models, techniques and tools, including software tools, that are used in the performance of the assignment and are included in the advice or research results, are and remain the property of Bright & Company B.V. Disclosure may therefore take place only with the prior consent of Bright & Company B.V. The client has the right to reproduce documents for use within its own organisation, insofar as this is consistent with the purpose of the assignment. In the event of early termination of the assignment, the foregoing applies mutatis mutandis.

Article 12   Confidentiality

Bright & Company B.V. undertakes to keep all information and data of the client confidential from third parties. Bright & Company B.V. will take precautionary measures in the context of the assignment to protect the client’s interests. Without the consent of Bright & Company B.V., the client will not make any statements about the offer/quotation of Bright & Company B.V., the proposed approach and the intended results, nor make its advice, (final) report and/or delivered results and deliverables available to third parties.

Article 13   Liability

Bright & Company B.V. is liable for shortcomings in the performance of the assignment insofar as these result from Bright & Company B.V.’s failure to observe the care, expertise and professional skill that may be relied upon when providing advice in the context of the assignment concerned. Liability for damage caused by such shortcomings is limited to the amount of the fee that Bright & Company B.V. has received for its work under that assignment. For assignments with a duration of more than six months, liability is further limited to a maximum of the invoiced amount for the last six months. Any claims by the client within the meaning of this article must be submitted within one year of discovering the damage, failing which the client forfeits its rights.

Article 14   Governing law

This agreement is governed exclusively by Dutch law.

Article 15   Dispute resolution

All disputes arising from the performance of the agreed assignment, or from agreements resulting therefrom, will be settled in accordance with the Rules of the Netherlands Arbitration Institute in Rotterdam.