General Terms and Conditions of Purchase Likeminds
We have prepared these General Terms and Conditions of Purchase as a guide for successful cooperation between us as parties.
Article 1. Definitions:
- Likeminds: registered at the Amsterdam Chamber of Commerce under the number 71575774 (Likeminds B.V) acting as Client.
- GTC: the present General Terms and Conditions of Purchase of Likeminds BV.
- Contractor: The natural or legal party with whom Likeminds enters into an agreement, or with whom Likeminds is considering entering into an agreement for the (co-)execution of the Assignment.
- Customer: The organisation that has entered into an agreement with Likeminds for the performance of work.
- Assignment: The request to the Contractor to perform Work (or have Work performed) for the benefit of Likeminds or the Customer, in return for payment of the agreed Price. The Assignment is further defined in the Agreement.
- Expert: A person who performs the Assignment or part of it. This may be: The Contractor himself, an employee, employed by the Contractor or a subontractor of the Contractor, or an independent self-employed contractor with whom the Contractor has agreed a model agreement (“modelovereenkomst”).
- Self-employed expert: In case of the deployment of an Expert who is self-employed, this Expert will work independently, i.e. not under the management and supervision of the Contractor, Likeminds or the Customer. The Contractor has concluded a model agreement (“modelovereenkomst”)with this Self-employed expert.
- Agreement: Contract of assignment in accordance with Article 7:400 of the Dutch Civil Code between Likeminds and the Contractor, in which the Assignment is laid down and to which the GTC apply.
- Party(ies): Likeminds and/or Contractor and in plural Likeminds and Contractor jointly.
- Work: Work and/or advice to be carried out by the Contractor or the Expert in the context of the execution of the Assignment.
- Price or Prices: The full fee for the services to be provided by the Contractor and all additional costs, such as, but not limited to, travel and accommodation expenses. Prices are always in euros and do not include VAT due.
- SOW: Statement of Work detailing weekly/monthly activities.
Article 2. Applicability
- These GTC apply to all Likeminds’ requests and Assignments, offers and quotations of the Contractor and Agreements between Parties.
- In case of conflict between the applicable documents, the following order of precedence shall apply:
- The Agreement including annexes and addenda
- The GTC
- The offer
- A Contractor who has once contracted under these terms and conditions is deemed to tacitly agree to the applicability of the GTC to future requests, offers, quotations, assignments or agreements.
- Deviations from these GTC shall only be permitted if expressly laid down in writing in the Agreement between Likeminds and the Contractor. Such deviations only apply to the situation at hand and no rights can be derived from them for other or future agreements between Parties.
- If one or more provisions of these general terms and conditions are annulled or declared null and void in whole or in part by the court at any time, this shall not affect the effect of the remaining provisions.
- The applicability of any (delivery) and or other conditions of sale of the Contractor is expressly rejected.
Article 3. Conclusion and execution of the Agreement
- The parties wish to contract with each other solely on the basis of a contract of assignment within the meaning of Sections 7:400 ff. of the Dutch Civil Code and do not intend to enter into an employment contract within the meaning of Sections 7:610 and further and 7:690 and further of the Dutch Civil Code. Not with each other and likewise not with any Expert deployed by the Contractor.
- The parties shall conclude a separate Agreement for each Assignment. Agreements and an SOW shall only be entered into in writing. The Agreement will include the specific arrangements relating to the Assignment.
- An Agreement is concluded at the moment it is received back by Likeminds, signed by the legal representative of the Contractor.
- Quotes and offers from the Contractor are valid for at least six months and cannot be revoked in the meantime.
- Both parties will appoint a contact person to coordinate the Assignment regarding the deployment of the Contractor.
- The services provided by the Contractor will be delivered from a location organised by the Customer or via a digital setting.
Article 4. Prices
- The Price for the Assignment is set out in the Agreement and based on a price schedule for products and services agreed in advance between the parties.
- Quoted prices are fixed and exclusive of VAT and cannot be changed during the term of the Agreement, unless expressly agreed otherwise in writing.
- Parties emphasise that the Price is determined based on supply and demand and is not unilaterally imposed by Likeminds nor the Customer. Parties also emphasise that the Price is not a salary agreement within the meaning of section 7:610 of the Civil Code.
- A price change is only possible after written agreement between the Parties. As a rule, no price change takes place during a current Assignment.
- Travel and accommodation expenses may be quoted and reimbursed separately, provided the Customer reimburses Likeminds for these expenses, unless otherwise agreed in writing.
- For work carried out before the effective date or after the end date of the Agreement, Likeminds shall not owe a separate fee, unless otherwise agreed in writing and provided it is reimbursed to Likeminds by the Customer.
- The Contractor shall not invoice earlier than on the date of delivery and acceptance of works or deliverables (afterwards). In the case of services where there is only a best-efforts obligation (“inspanningsverplichting”), the Contractor shall not invoice until after delivery of the Work and approval by Likeminds and the Customer, unless otherwise agreed in writing.
- Invoices must correspond to the services rendered, and to the requirements applicable by and under the law.
- All invoices should be specified by date and job number in PDF format by e-mail to the mail address firstname.lastname@example.org.
- The contractor will never invoice more than what has been mutually agreed in the offer letter.
- If any of the agreed invoice requirements are not met, Likeminds shall be entitled to return the invoice and the relevant sums shall not become due until a correct invoice has been received. This amended invoice will have to state as invoice date the date of dispatch of the new invoice. The date on the amended invoice will count as the start of the payment period.
- Likeminds is liable to VAT only on the amounts due. All other charges and surcharges shall be borne by the Contractor, unless expressly agreed otherwise in writing.
- The term of payment is thirty days from the day the invoice is received and approved by Likeminds, unless otherwise agreed in writing.
Article 5. Compliance by Contractor
- The Contractor shall immediately inform Likeminds of an (imminent) exceeding of the agreed delivery date(s) or deadline(s) so that appropriate and adequate action can be taken, and the Customer is not damaged by the later delivery date.
- In case the Contractor fails to comply with the obligation to deliver on time, the Contractor shall be liable to pay a penalty if there is intent or gross negligence on the part of the Contractor.
- If the delivery date is postponed through the fault of the Customer, Likeminds shall not owe the Contractor any penalty. In that case, parties will try to reach a desired solution in consultation with the Customer.
- Unless expressly agreed otherwise in writing, all schedules, dates and milestones shall be deemed to be fatal deadlines and the mere exceeding thereof shall constitute default on the part of the Contractor, unless the Contractor proves that the exceeding is solely attributable to Likeminds or the Customer.
Article 6. Duration and termination of the Agreement
- An Agreement, to which these GTC apply, takes effect on the start date stated therein and is entered into for a definite period of time and/or the duration of the Assignment as stated in the Agreement and ends by operation of law by the expiry of the agreed time or by the termination of the Assignment.
- If a change indicated by the Customer with regard to the duration of the Assignment occurs as a result of which the duration of the Agreement between Likeminds and Customer is changed, the intended end date agreed between the Parties shall be changed accordingly and other conditions remaining unchanged.
- Likeminds shall be entitled to terminate the Agreement early by giving notice in writing (prematurely), without Likeminds or Customer being liable for damages in that case. Likeminds shall apply a notice period of 14 days for this purpose, unless stated otherwise in the Agreement.
- Except for important reasons and agreed in writing, the Contractor is not entitled to terminate the Agreement by giving early notice, unless the parties have expressly agreed otherwise in the Agreement.
- Each of the Parties has the right to terminate the Agreement by giving notice with immediate effect, without judicial intervention and without notice of default being required, if the other Party:
- is dissolved or liquidated;
- ceases operations;
- is declared bankrupt or granted suspension of payments;
- fails to perform its obligations under the Agreement, or fails to perform them on time, after and despite having been requested in writing to perform within a reasonable period of 14 days and failing to do so;
- Likeminds may, without prejudice to its other rights, terminate the Agreement with immediate effect if:
- The Contractor fails imputably in complying with its obligations under the Agreement and these GTC, after a reasonable period has been granted in writing to fulfil its obligations;
- the Agreement between Likeminds and the Customer ends for any reason.
- Termination by an appeal by Likeminds on the grounds mentioned in the aforementioned paragraphs of articles shall not result in Likeminds being liable to pay damages to the Contractor.
Article 7. Contractor’s obligations
- The contractor, and/or persons to be deployed by it, shall perform the services taking into account the duty of care of a reasonably acting and reasonably competent professional service provider.
- The Contractor guarantees that, in carrying out an order, he will use persons (including auxiliary persons, whether or not subordinate), who:
- meet and continue to meet the highest standards of competence, competences, skills, experience, training, reliability, integrity and commitment;
- are authorised and entitled to carry out the relevant work.
- Upon request and to the extent there is a legal basis to do so, the Contractor shall allow inspection of a valid identity document of the persons to be deployed or shall provide a so called “declaration of dentity” of the person to be deployed.
- The Contractor is not allowed to transfer (all or part of) its obligations under the Agreement to a third party without Likeminds’ prior written consent.
- If Likeminds grants permission for the engagement of subcontractors or third parties by the Contractor, this shall only take place if the third party in question guarantees the performance of the entire Agreement and accepts joint and several liability towards Likeminds. The Contractor shall in all cases, in addition to the relevant third party, also remain responsible for the full performance of the obligations under the Agreement.
- Upon request, the Contractor shall provide Likeminds with any information requested by Likeminds regarding any work performed by third parties.
- Unless agreed otherwise, the Contractor or any Expert deployed by him shall use Likeminds’ or the Customer’s equipment on loan with due care and in accordance with the rules, regulations and instructions applicable at the Customer/Likeminds and shall ensure that such equipment is returned to the Customer’s/Likeminds’ possession immediately after the end of the Assignment.
- The Contractor as well as the Expert deployed by it shall strictly comply with the rules of conduct and/or house rules applied by Likeminds or the Customer to the extent in the interest of or necessary for the execution of the Assignment.
- The Contractor or the Expert performing the work (on behalf of Likeminds) shall only communicate via an email address provided by Likeminds and in accordance with the house style developed by Likeminds. Whereby delivery of the result is always based on cobranding. The Contractor and/or Experts may use the brand Likeminds only for purposes of Likeminds. Advertising without prior written permission is prohibited. In the case of abuse of the brand, Likeminds is entitled to claim damages.
Article 8. Continuity and Substitution
- If the Expert deployed is not available on reasonable grounds, the Contractor shall inform Likeminds of this and, to the extent known, and to the extent possible under privacy legislation, of the reason for unavailability and the expected duration. Reasonable grounds in this case are illness, dismissal, (unexpected) leave.
- The parties and the Customer will consult to see if and how replacement can be provided by the Contractor.
- If the Expert is called in sick, the Contractor shall arrange, preferably on the same day, but as soon as possible, for an adequate replacement with the same or better qualifications than the initial Expert.
- If the Contractor cannot arrange for replacement by an equivalent expert, Likeminds shall seek a solution in consultation with the Customer. This may mean that another expert will be used for the day or the Assignment in question. This has consequences for the Price agreed between the parties.
- Any damage caused by late delivery due to the inability to provide a replacement in time shall in such case be borne by the Contractor.
Article 9. Liability
- The Contractor shall be liable for damage caused by himself or by the Expert to Likeminds, the Customer or third parties involved in the performance of the Assignment, including professional and business damage, as well as damage resulting from death or physical injury, and for damage suffered by the Expert in the performance of this Agreement itself, unless the law imperatively provides otherwise. This applies in particular if it becomes apparent that the Contractor has acted or is acting fraudulently and/or the Contractor has caused, is causing or will cause damages to the Customer or third parties involved in the execution of the Assignment, as a result of his intent or gross negligence.
- If the Contractor, with the approval of the Customer, uses the assistance of an Expert in the performance of the Agreement, he shall be equally liable for their conduct.
- Likeminds shall be liable for damage suffered by the Contractor if Likeminds was negligent in the performance of its services and the damage incurred was the direct result of such act/omission by Likeminds. Likeminds shall not be liable for indirect damage, including lost profits, lost savings and damage due to business stagnation.
- Likeminds accepts no liability for, and the Contractor shall indemnify Likeminds and the Customer against any claim or demand made against Likeminds and/or the Customer in respect of illness, injury and or death of the Contractor or Expert or third party(ies) engaged by the latter, and/or loss and/or damage to the property of the Contractor or Expert or third party(ies) engaged by the latter, or of the Contractor itself, except for situations, where the claim or demand is the result of the Likeminds’ own actions.
- The Contractor indemnifies Likeminds against all damages related to the failure to comply with any of the obligations under Articles 5, 6, 7, 10, 11 and 12 of the GTC, which shall include but not be limited to damages for delay, fines, criminal sanctions and costs of legal assistance.
- The liability as mentioned in this article is limited to a maximum amount per event or series of related events. The maximum amount is limited to the maximum cover of the professional liability insurance, unless agreed otherwise. This limitation does not apply in case of intentional acts, gross negligence or deliberate recklessness.
- Likeminds’ total liability for (accumulated) damage due to death or bodily injury or for material damage to property shall in no event exceed the amount invoiced in the three-month period preceding the event or facts causing the damage.
- The Contractor shall take out adequate business and professional liability insurance during the term of the Agreement with a minimum amount of cover per event or series of related events. The minimum amount of cover is specified in the Agreement. At Likeminds’ request, the Contractor shall submit a copy of this insurance policy.
Article 10. Intellectual property
- All intellectual property rights relating to data and results arising from the Assignment shall belong to Likeminds or the Customer.
- To the extent that a further deed is required for the transfer of such rights, the Contractor, and if applicable and/or necessary the Expert, will sign such a deed at the first request of the Customer or Likeminds or shall cooperate with it. The Contractor shall not oppose future amendments and/or extensions of rights so transferred.
- To the extent that a deed or other formal requirements exists for the transfer referred to in the preceding paragraph, the Contractor hereby irrevocably authorises Likeminds, with the right of substitution, to sign such deed on its behalf or to comply with such formal requirement on its behalf; to the extent that any actual act or omission is required for such transfer, the Contractor undertakes to cooperate in such actual act(s) or omission(s) at Likeminds’ first request.
- If applicable, the Contractor/ Expert grants Likeminds and/or the Customer the right to use the licences. The Customer and/or Likeminds will be allowed to use the licences subject to the licence conditions of the entitled party.
- In case the Contractor/Expert is not entitled to grant a licence to Likeminds and/or the Customer as stipulated above in this article, the Contractor/Expert shall, prior to the conclusion of the Agreement, consult with Likeminds and/or Customer to assess whether not being able to grant the licence would lead to an undesirable situation for Likeminds and/or the Customer. This may result in Likeminds waiving the conclusion of an Agreement with the Contractor without the obligation to pay compensation.
- The Contractor guarantees that no intellectual property rights of Likeminds, the Customer or third parties are infringed. The Contractor shall indemnify the Customer and Likeminds against, and hold the Customer and Likeminds harmless from, any third-party claims regarding (alleged) infringements by the Contractor/Expert of third-party intellectual property rights.
- The provisions of this article apply equally to the Expert deployed on behalf of the Contractor. The Contractor is responsible for transferring and shifting the rights and obligations in this article to the Expert deployed. The Contractor guarantees Likeminds that he has made conclusive arrangements with the Expert to implement the provisions in this article.
- If the Contractor, its subcontractor or the Expert acts in violation of this article, the Contractor shall owe the penalty as included in the penalty clause in article 14 of these GTC, without prejudice to Likeminds’ and/or the Customer’s right to claim full damages.
Article 11. Confidentiality, privacy, data processing and security
- Parties undertake to maintain strict confidentiality vis-à-vis third parties, of all that comes to their knowledge during the term of and within the framework of the Agreement concerning the other Party, Customers, relations of Parties and Customers and Experts and all that of which they know or could reasonably have suspected that disclosure is or could be harmful to one of the parties involved and/or in violation of privacy legislation, unless the other Party or the Customer has agreed in advance in writing to disclosure or notification to a third party.
- This confidentiality does not extend to data that has entered the public domain other than through breach of the Agreement or to information requested by the competent authorities.
- The Party receiving confidential data will only use it for the purpose for which it was provided and impose an equal confidentiality obligation on the Expert deployed, as well as third parties involved in the Agreement, who (may) become aware of such personal and/or relationship data in the performance of their work.
- Parties will ensure appropriate technical and organisational security measures to protect personal data provided or received in connection with the performance of work against loss, destruction or any form of unlawful processing. In case of (suspected) loss of personal data or foreseeable damage, Parties will comply with the General Data Protection Regulation (GDPR) and inform the other Party within the time period stipulated in the Regulation.
- If Likeminds and/or the Customer deem it important, the Contractor shall, upon request, promptly provide information in writing on how its obligations under applicable privacy legislation are being implemented.
- The Parties shall indemnify each other against claims by persons whose personal data have been recorded or are processed in the context of a register of personal data held by the other Party or for which the other Party is otherwise responsible under the law, unless the latter Party proves that the facts underlying the claim are solely attributable to the other Party.
- The provisions of this article apply equally to the Expert deployed on behalf of the Contractor. The Contractor is responsible for transferring and shifting the rights and obligations in this article to the Expert deployed. The Contractor guarantees Likeminds that he has made conclusive arrangements with the Expert for the implementation of the provisions in this article. At the request of the Customer, a written confidentiality declaration or a non-disclosure agreement (NDA) may be required from the Contractor and/or the Expert.
- If the Contractor, its subcontractor and/or the Expert acts in violation of this article, the Contractor shall owe the penalty as included in the penalty clause in article 14 of these GTC, without prejudice to Likeminds’ and/or the Customer’s right to claim full damages.
Article 12. Restriction
- Without prior written permission from Likeminds, the Contractor, its affiliated companies, its employees and the Experts involved in the execution of the assignment are not permitted, during the term of an Assignment (or Agreement) and during a period of 12 months after its termination, without the intervention of Likeminds, to directly or indirectly provide services to, (have) contact with, (have) work done for, (have) advice given to or in any other way – financially or otherwise – be involved with the Customer, nor the (legal) persons related to the Customer, all this in any form whatsoever, either paid or free of charge, regardless of where the initiatives to do so origingated, unless mandatory law dictates otherwise.
- The provisions of this article apply equally to the Expert deployed on behalf of the Contractor and third party(ies) engaged with Likeminds’ consent. The Contractor is responsible for transferring and shifting the rights and obligations involved in this article to the Expert deployed and third party(ies) engaged with Likeminds’ permission. The contractor warrants towards Likeminds, that in the execution of the provisions of this article, he has made conclusive agreements with the Expert and third party(ies) engaged with Likeminds’ permission and indemnifies Likeminds against claims of the Customer or third parties in this respect.
- If the Contractor and/or Expert and third party(ies) engaged with the permission of Likeminds act in violation of this article, the Contractor shall owe the penalty as included in the penalty clause in article 14 of these GTC, without prejudice to the right of Likeminds to claim full damages.
Article 13. Penalty clause
- In case of breach of one or more provisions of articles 9, 10, 11 and 12, by the Contractor, its Contractor and/or Expert, the Contractor forfeits a non-deductible immediately payable fine of € 10,000.00 (ten thousand) plus € 1,000.00 (one thousand) for each day that the breach continues or has lasted, without any right to damages/losses having to be proven and without prejudice to Likeminds’ right to claim full damages.
- Deviations from the previous paragraph, shall be included in the Agreement.
Article 14. Final provisions
- Neither Party shall be bound to fulfil any obligation if prevented from doing so due to force majeure. If the force majeure situation will last or has lasted longer than fifteen (15) days, the Parties have the right to terminate the Agreement by written dissolution. What has already been performed under the Agreement will then be settled proportionally, without the Parties owing each other anything else.
- Likeminds reserves the right to amend or supplement these GTC and is obliged to notify the Contractor of such amendment or supplement.
- All communications from Likeminds including regarding renewal, rate change, termination or dissolution of an Agreement or changes with respect to the GTC shall be by e-mail.
- These GTC and the agreements associated with them are governed by Dutch law.
- In case of disputes, disagreement and/or identification of quality problems, the contact persons of the parties will discuss the nature of the problem with each other n make a proposal for resolving the problem within 7 days after the problem is reported to the other party.
- All disputes arising from these GTC, or arising from agreements building on them, and for which no solution is found in accordance with Article 14.5, shall be submitted to the competent court.
- If any provision of these GTC is annullable or void in whole or in part, the other provisions shall remain fully applicable. The parties will replace the relevant provision with one of as much as possible the same scope.