General Terms & Conditions FairSights
FairSights' General Terms and Conditions governing the performance of consultancy assignments and executive programmes.
The General Terms and Conditions of Fairsights B.V. (hereafter: FairSights) apply to all offers, activities, tenders and agreements between FairSights and clients or their legal successors.
2 Basis for tenders
Tenders from FairSights are based on the information furnished by the client. The client guaranteed that to the best of his knowledge he has supplied all essential information for setting up and performing the assignment. FairSights will render the advisory and programme services to the best of its knowledge and ability and in accordance with the requirements of good professional practice. This undertaking is in the nature of a “commitment to give one’s best efforts”; no guarantees of achieving the intended results can be given.
3 Client’s provision of information, staff and working space
To enable the assignment to be performed effectively and to schedule, the client will provide all the documents and data that FairSights requires in good time. This also applies to making available staff from the client’s own organisation who are or will be involved in FairSights' activities. If FairSights so requests, the client will make available an operating area and telephone on his premises free of charge and, if required, a fax and/or internet connection.
4 Involvement of third parties in performing the assignment
Third parties may only be called in by the client or by FairSights on the assignment in mutual consultation.
5.1 Changes to FairSights’ team
FairSights may alter the composition of the advisory team in consultation with the client, if they consider this to be necessary for the performance of the assignment. The alteration must neither diminish the quality of the advisory services to be provided nor adversely affect the continuity of the assignment. Changes to the advisory team may be made at the client’s request in consultation with FairSights.
5.2 Recruitment or appointment of each other’s personnel
Neither party may recruit the other’s party’s personnel during the performance of the assignment or within one year of its termination or negotiate with such personnel concerning employment, other than in consultation with the other party.
6 Fees and costs for the assignment
The tender will indicate whether the fees and the cost estimates based on these include the secretariat’s costs, travelling time, cost of travelling and accommodation expenses and other costs associated with the assignment. In so far as these costs are not included, they may be charged separately in consultation with the client.
Any interim change to the level of wages and costs that requires FairSights to adjust its rates or other reimbursements listed above will only be charged on in consultation with the client. The fees do not include any interest charges, unless otherwise indicated in the tender.
7 Conditions of payment
The fees and costs as described in clause 6 will be charged as specified in the offer. Payments must be made within 30 days of the statement date. After the due date, the statuary interest rate will be charged, without notification of default being required. If payment fails to be made, FairSights is entitled to suspend the performance of the assignment on the grounds of uncertainty.
If the client is in default or in some other way falls short in meeting one or more of his commitments, all reasonable costs incurred in obtaining satisfaction will be for his account, judicial as well as extrajudicial.
If the assignment has been awarded by more than one client, all the clients will be jointly and separately liable for compliance with the commitments as indicated in this clause (regardless of the party named in the statement).
8 Modification to the assignment or additional work
The client accepts that the planning of the time to be spent on the assignment may be affected if the parties meanwhile agree to expand or alter the approach, methodology or scope of the assignment and/or the activities arising from it. If the interim modification affects the agreed fee or reimbursement of costs, FairSights will notify the client to this effect as quickly as possible. If an interim modification to the assignment or the performance of the assignment arises through the agency of the client, FairSights will make the necessary adjustments if the quality of the service so requires. If such a modification leads to additional work, this will be confirmed to the client as additional assignment.
9 Duration and completion of the assignment
A wide range of factors over and above the efforts of the advisory team may affect the duration of the assignment, for example the quality of the information obtained by FairSights and the cooperation that is given. It is therefore impossible for FairSights to indicate precisely in advance how long it will take to perform the assignment.
In financial terms, the assignment is complete as soon as the final invoice has been approved by the client. The client must therefore notify FairSights to this effect within 30 days of the date of the final invoice. If the client fails to respond within this period, the final invoice will be deemed to have been approved.
If the client wishes a certified public accountant to check FairSights’ invoice, the latter will cooperate. The costs of a check of this kind will be paid by the client.
10 Interim termination of the assignment
A party may unilaterally terminate the agreement prematurely, if he is of the opinion that the assignment can no longer be performed in accordance with the confirmed tender and any subsequent additional assignment specifications. Supporting reasons must be given and notified in writing to the other party.
If premature termination is initiated by the client, FairSights will be entitled to compensation for the accompanying and demonstrable loss of capacity utilisation, taking the average monthly statement up to that time as basis.
FairSights will only use its power to terminate prematurely if it cannot in all reasonableness be expected to complete the assignment as a result of facts and circumstances beyond its control or not attribute to FairSights.
FairSights will retain entitlement to payment of the invoices for work performed up to that date, with the provisional results of the work performed up to that date being made available conditionally to the client. Any additional costs incurred will be charged.
In the event of either party going into liquidation, applying for suspension of payment or ceasing to operate the business, the other party will be entitled to terminate the assignment without observing a notice period, all rights reserved.
11 Ownership of recommendations, memoranda and other written documents and programs
Any model, techniques, instruments, including software, that are used in the performance of the assignment and are included in the research results, are and remain FairSights' property.
Publication is therefore only possible after obtaining FairSights consent. The client has the right to copy documents for use within his own organisation, in so far as this is appropriate within the objectives of the assignment. In the event of interim termination of the assignment, the above applies likewise.
FairSights is obliged to keep secret vis a vis third parties all information regarding the client. Within the context of the assignment , FairSights will take all possible precautions to protect the client’s interest. The client will not communicate to third parties about the approach adopted by FairSights, its methodology or the like, or make its report available without FairSights' consent.
The way FairSights deals with personal data provided by clients and others is laid down in our privacy statement.
FairSights will be liable for any shortcomings in the performance of the assignment, in so far as these are the result of FairSights' failure to take due care or to apply the expertise or professional skill that may be expected in making recommendations within the context of the assignment. Liability for damages caused by the shortcomings will be limited to the amount of the fees received by FairSights for its work on the assignment.
In the case of assignments that have lasted for more than six months, the said liability is further restricted to a maximum of the amount invoiced over the last six months. Any claims by the client within the said sense must have been submitted within twelve months of their discovery, and failure to do so cause the client’s right to lapse.
FairSights is not liable for any damage and/or consequential loss as a result of inaccuracies and/or incompleteness in (oral and/or written) instruction material and cases, all in the broadest sense of the word.
15 Governing law
Dutch law will apply exclusively to this agreement.
16 Settlement of disputes
In the event of disputes, which relate to an agreement signed by the parties or from agreements that build on it, the parties will in first instance endeavor to resolve this by means of mediation, in accordance with the Mediators Federation Netherlands Regulations (established in Rotterdam) as it stands at the starting date of the mediation. As long as the mediation has not ended, neither of the parties will submit the dispute to the court, except solely for the preservation of rights. Parties attend the first mediation meeting together. The parties are then free to terminate the mediation at any time. The mediation starts at the moment that the parties attend the first joint mediation meeting.
If it has proved impossible to resolve a dispute as referred to above with the help of mediation, the dispute will be settled in accordance with the regulations of the Dutch Arbitration Institute in Rotterdam.
17 Executive programmes
All our agreements concerning executive programmes are subject to the FairSights General Terms and Conditions as described above and in parts where these differ. Where 'client' is mentioned, this may also be read as 'participant'. By registering, a client or participant in one of our open programmes accepts the applicability of these conditions. If a client arranges for a participant to be registered, the client undertakes to inform the participant of these terms and conditions and to impose them.
17.1 Programme prices
All programme prices stated are exclusive of VAT unless explicitly stated otherwise. FairSights is entitled to pass on any changes in the VAT rate to the client and participant. In the case of open registration, course material (unless stated otherwise), coffee, tea, soft drinks and a lunch are included in the prices.
In principle, invoices must be paid before the start of the course, but no later than fourteen days after the invoice date, unless expressly agreed otherwise. Payment is made by transfer to the bank account stated on the invoice. If a payment is not made in time, the client or participant will be in default without further notice of default being required. Without prejudice to their other obligations, the client or participant owes statutory interest from the due date of the invoice until the day of full payment on the outstanding amounts. All costs that FairSights has to incur in order to collect the hair are for the account of the client or participant.
FairSights reserves the right to cancel subscriptions in the event of insufficient applications or to refuse acceptance without stating reasons, without being liable for compensation for damages or costs. If, in the reasonable opinion of FairSights, a situation of force majeure should give rise to it, FairSights shall be entitled to terminate all or part of the agreement without judicial intervention, or to temporarily suspend performance of the agreement, without being obliged to pay any compensation. Any money paid in advance by the client will in that case be refunded in proportion to the course of the programme.
FairSights has the right to exclude participants who, through their behaviour or otherwise, obstruct the normal course of a programme, damage the reputation and goodwill of FairSights and its employees in any way, apply for a suspension of payments, file for bankruptcy, or are declared bankrupt from further participation in the programme. Exclusion does not affect any obligation to pay the agreed fee for the training or consultancy service.
A client or participant, if consumer, has the right to terminate a remote agreement within 14 days after the day the remote agreement was made, without giving reasons (right of withdrawal), unless the agreement foresees a specific time or period of fulfilment. The right to withdraw can be exercised by sending an email to FairSights.
Cancellation of a programme by a client or participant can only be done in writing (post or email). The written confirmation from FairSights will serve as proof of the cancellation. Cancellation is free of charge until four weeks before the starting date of a programme, whereby the date of receipt of the letter or email will count as the cancellation date. After that, up to two weeks before the start date, 50% of the programme price is due and if cancelled after that, a participant will owe the full programme price.If for any reason a participant cannot come, a substitute can always join the programme.
17.3 Copyright and intellectual property instructional material
The copyright and/or any other intellectual property rights to the instructional materials produced by, or on behalf of, FairSights, or any other work arising from or related to the programme, belong to FairSights and/or its licensors, unless the parties have explicitly agreed otherwise in writing. Client and participant may only use instruction materials or any other work produced by FairSights or made available by FairSights for their own benefit. It is not permitted to reproduce and/or publish all or part of the instructional material or any other work by means of print, photocopy, microfilm, video plate, magnetic disk or tape, storage in a retrieval system accessible to third parties, or in any other way, electronically, mechanically or otherwise, or to hand over, sell or make available to third parties all or part of the instructional material in any other way, without the express prior written permission of FairSights.