General Terms and Conditions SalarySupport
Article 1: Definitions
In these general terms and conditions, the following definitions apply:
SalarySupport: SalarySupport B.V., registered with the Trade Register under Chamber of Commerce number 72829028, as well as the company that acquires (a significant part of) the company from SalarySupport B.V., whether or not by contribution and whether or not in another legal form .
Principal: Any natural or legal person by who(m) an assignment has been given to SalarySupport.
Assignment Agreement: The assignment agreement between SalarySupport and Principal, pursuant to which SalarySupport performs work and/or provides services.
Article 2: Applicability
- These general terms and conditions apply to and form part of all offers made by SalarySupport, acceptance of assignments, notifications and concluded assignment agreements.
- Any general terms and conditions of Principal do not apply, unless they have been expressly accepted in writing by SalarySupport.
- The signing or (implied) acceptance by SalarySupport of documents from Principal in which the Principal’s general terms and conditions have been declared applicable (for example, pre-printed on letterhead) is hereby expressly dismissed.
- If and as far as there may be a conflict between the Dutch version of these Terms and Conditions, and any translation thereof, the Dutch version shall always prevail.
Article 3: Non-binding quotes, offers and notifications
- Unless otherwise agreed in writing, all quotes, offers and notifications made by SalarySupport are without obligation.
- If no expiration date is specified, quotes are valid for 30 days.
- The price lists accompanying a quote, offer or notification and all accompanying information provided applies as an estimate and can be changed without prior notice, unless SalarySupport has expressly stated in writing that these can be regarded as exact information.
Article 4: Conclusion assignment agreement
- The assignment agreement is concluded, insofar as necessary with retroactive effect, at the moment and insofar as SalarySupport has sent the written confirmation that the assignment has been accepted to the Principal or the agreement has been signed by Principal and received by SalarySupport. In the absence of a written confirmation or agreement, the conclusion of the assignment agreement will be apparent from the performance of the assignment by SalarySupport.
- Additions and changes to the assignment agreement are only binding if made in writing.
- The performance of the assignment agreement is exclusively for the benefit of Principal and companies affiliated with the Principal, the latter if and insofar as Principal has duly authorised SalarySupport on behalf of affiliated companies. Third parties cannot derive any rights from the content of the work performed and the documents prepared by SalarySupport.
- The parties shall strictly and fully comply with the obligations arising from the Assignment Agreement.
Article 5: Fee
- All fees are exclusive of turnover tax (VAT) and other levies, whether or not imposed by the government.
- SalarySupport reserves the right to adjust the fee for its services on January 1 of each year.
- A price change as referred to in paragraph 2 of this article will be communicated to Principal within a reasonable period of time before the effective date.
- Fee increases with a maximum of 10% based on paragraph 2 of this Article do not entitle Principal to dissolve the assignment agreement, unless the fee increase takes place within three months after the conclusion of the assignment agreement.
Article 6: Invoices and payment
- Principal is at all times required to pay any invoice sent to it by SalarySupport within 21 days of the date of the invoice without any deduction, discount or set-off, in accordance with the payment conditions stated on the invoice, unless otherwise agreed in writing between parties.
- If the client has not paid the amounts owed to SalarySupport and invoiced by SalarySupport within the term referred to in paragraph 1 of this Article, Principal will pay interest on the outstanding amount after this term, without any notice of default or demand being required. payable of 1.5% per calendar month or, if higher, the statutory commercial interest. In this respect, part of a calendar month counts as a whole calendar month.
- Without prejudice to the provisions of paragraph 2 of this Article, SalarySupport is entitled, in the event of overdue payment(s) by Principal, to suspend the further performance of the assignment agreement or, insofar as not yet performed, to dissolve it by means of a written statement, without prejudice to SalarySupport’s right to compensation.
- Principal must immediately check the invoice carefully. Complaints regarding (the amount of) the invoice must be made known to SalarySupport in writing within 8 days of the date of the invoice. After this term has expired, Principal has forfeited his (possible) rights. A complaint does not suspend the payment obligation.
- All costs incurred by SalarySupport to collect unpaid invoices, including the full costs of legal assistance, both in and out of court – by whomever provided – are entirely at the expense of Principal. As soon as legal assistance has been invoked by SalarySupport and/or the claim has been handed over by SalarySupport for collection, these costs will be charged without any further proof and will be owed by Principal.
Article 7: Information
- If SalarySupport provides Principal with advice regarding employment conditions, collective labor agreements, taxation, legislation and regulations and/or other subjects of a legal nature, this is done under the condition and in the expectation that Principal will verify the advice or have it verified by experts. SalarySupport accepts no responsibility or liability for the inaccuracy and/or incompleteness of such advice given by him or on his behalf.
- Principal will provide all information and cooperation relevant to the execution of the assignment by SalarySupport in a timely manner. Principal guarantees that the information provided by him is correct and complete and will ensure timely delivery.
- If Principal fails to fulfill his obligations as referred to in paragraph 2 of this Article, SalarySupport is entitled to suspend his obligations to fulfill the assignment agreement
Article 8: Intellectual property
- SalarySupport at all times retains all rights, including intellectual property rights, to all works, such as but not limited to working methods, advice and (model) contracts, which have been or will be produced on behalf of Principal by SalarySupport in the context of the assignment agreement.
- Principal is not permitted to reproduce, disclose, make available to third parties and/or exploit the works referred to in the first paragraph of this Article without the express written permission of SalarySupport.
Article 9: Liability
- If an unfortunate event occurs during the execution of the assignment that leads to liability on the part of SalarySupport, this liability will be limited to the amount or amounts to which the professional liability insurance concluded by SalarySupport provides entitlement, including the deductible to be borne by SalarySupport in connection with that insurance. If and insofar as for whatever reason no payment is made under the aforementioned professional liability insurance, the aforementioned liability is limited to ****% of the amount of the fee that SalarySupport has received for his activities. If the assignment agreement has a duration of more than six months, a further limitation of the aforementioned liability applies to a maximum of the fee received by SalarySupport over the last 6 (six) months of the assignment agreement.
- SalarySupport is never liable for any indirect and/or consequential damages, such as but not limited to loss of profit, loss of data, (damage) claims from third parties, fines or additional assessments, missed proceeds or savings, reputational damages or other indirect damages or consequential damages arising from or in connection with breach of any obligation or any unlawful act by SalarySupport.
- Principal indemnifies SalarySupport against any claims from his personnel in connection with the services provided by SalarySupport for Principal.
- Responsibility for the quality and correctness of the information provided rests entirely with Principal.
- Principal indemnifies SalarySupport against any claims from relations of Principal that are related to the services provided by SalarySupport.
- When SalarySupport engages third parties for the performance of the assignment, SalarySupport will always exercise due care and consult with Principal as much as possible in advance. However, SalarySupport is not liable for any shortcomings of these third parties.
- After a period of 3 (three) months after termination of the actual work for Principal resulting from the assignment agreement, SalarySupport can no longer be held liable for any damages as referred to in paragraph 1 of this Article.
Article 10: Early termination
- Without prejudice to the provisions of the assignment agreement, SalarySupport has the right to terminate the assignment agreement without further notice of default and judicial intervention and without being required to pay any compensation, in whole or in part, with immediate effect when Principal is declared bankrupt, applies for a provisional suspension of payments or loses the power to dispose of his assets or parts thereof by seizure, receivership or otherwise, unless the trustee in bankruptcy or administrator acknowledges the obligations arising from the agreement as debt of the estate.
- Furthermore, each of the parties has the right to early terminate the assignment agreement, in whole or in part, with immediate effect, without judicial intervention, if the other party does not fulfill any other obligations under this agreement, or fails to do so in a timely manner or properly, which constitutes non-fulfilment of such a serious nature is that it cannot reasonably be expected to continue the agreement and the defaulting party, if required, has been given notice of default by registered letter within a reasonable term set in the notice of default, continues to fail to fulfill his obligations respectively take appropriate steps to correct it.
- Early termination of the assignment agreement takes place by registered letter to the other party.
Article 11: Force majeure
- SalarySupport has the right to invoke force majeure.
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, force majeure also includes all external causes as a result of which SalarySupport is unable to fulfill his obligations towards Principal. This includes, but is not limited to, internet connectivity failures, network failures, strikes, occupation, and all other matters beyond SalarySupport’s control.
- Additional costs that arise from efforts that SalarySupport reasonably had to make to further limit the damage and that would not be incurred under normal circumstances, shall be borne by Principal.
- In the event of force majeure, Principal is required to pay SalarySupport with regard to the part of the
agreement that has already been performed and is not entitled to suspend his payment obligations.
Article 12: Partial nullity
If any provision in these general terms and conditions or any part of the assignment agreement should be null and void at any time, or should be annulled, the remainder of the terms and conditions and assignment agreement will remain in force. In that case, the parties will consult with one another in order to draft a replacement arrangement that comes closest to the intention that the parties had with the assignment agreement and the conditions.
Article 13: Applicable law and jurisdiction
On all legal relationships to which these general terms and conditions are applicable, exclusively Dutch law applies. All disputes arising from those legal relationships will be settled exclusively by the competent court in Alkmaar.