In these General Terms and Conditions, the following terms shall have the following meanings:
These General Terms and Conditions shall apply to all agreements for the provision of services by Arbo Consultancy.
Our quotations are based on the information we have received by that point from the Contracting Party. It is up to the Contracting Party to make sure that we are provided with all the information that is essential to the preparation and execution of the Contract. In case no term of validity is specified, our quotation shall not be binding until we have been awarded and have accepted the Contract. Verbal Contracts will be confirmed by us in writing.
We will make every effort to execute the services to be delivered by us to the best of our understanding and ability and subject to high professional standards. We will execute Contracts from a professionally independent position. Of course, we will consult with the Contracting Party on how the Contract is to be executed.
We will make every effort to execute the Contract by the agreed deadline. Apart from our efforts, other factors that may affect the duration of the Contract include the quality of the information we receive and the cooperation provided. Likewise, the duration of a Contract may be affected by third parties that play a role in the execution of the Contract. Consequently, we cannot predict exactly how much time will be needed to execute a Contract. The results of the application and use of the services provided by us, including research and consultancy, are dependent on a large number of factors beyond our control.
Even though we will perform Contracts to the best of our understanding and ability and subject to high professional standards, we consequently cannot guarantee any results of the services, use of the services provided by us, including research and consultancy, are dependent on a large number of factors beyond our control.
Even though we will perform Contracts to the best of our understanding and ability and subject to high professional standards, we consequently cannot guarantee any results of the services, assessments, and consultancy we provide. We have a best efforts obligation.
Obligations of the Contracting Party
The Contracting Party must make sure that all the documents and information we need to execute the Contract in accordance with the agreed planning reach us in time. Likewise, we must be able to count on the timely availability of the Contracting Party’s organization’s staff involved in our work. The Contracting Party shall not contract any third parties he/she wishes to involve in the execution of the Contract, but after consulting with us. Upon our request, we shall be provided, throughout the Contract term, with a workspace of our own, equipped with a phone connection, free of charge.
We are under the obligation to keep secret from third parties any information and data we receive from the Contracting Party. Further, in the context of the Contract, we will take all precautions to protect the Contracting Party’s interests. Likewise, without our consent, the Contracting Party shall reveal no information to third parties about our approach, methods, etc., nor make available our reports.
Subject to consultation with the Contracting Party, we may change the composition of our consultancy team whenever we feel this is required to execute the Contract. Such change must not diminish the consultancy team’s expertise nor negatively affect the continuity of the Contract.
None of the parties directly involved in the Contract shall be allowed to hire any of the other party’s personnel or negotiate employment with such personnel during the execution of the Contract and within one year after the end of the Contract, but in consultation with the other party.
In the event any circumstances arise during the Contract that were unforeseen at the start of the Contract, a solution shall be sought by mutual agreement and in good harmony. If required, the Contract may in such case be adjusted. Both our Arbo Consultancy and the Contracting Party shall have the right to discontinue the Contract if the originally agreed execution is substantially complicated or made impossible by the changed circumstances. In case the Contract is continued, adjusted and new conditions shall be added to the first Contract and constitute one whole with this first Contract.
Failure to execute any part of the Contract in due time shall not entitle the Contracting Party to dissolve the Contract, unless the specific importance of a certain deadline was previously recorded in writing by the Contracting Party and accepted by us in writing.
Rates and Costs
Our rates do not include company turnover tax (BBO). Our rates and all cost estimates based thereon include all costs, except for the cost of any trips abroad (accommodation expenses, ground transportation, tax, etc.) and large numbers of copies of notes, reports, etc. These will be charged separately.
In principle, our work is charged to the Contracting Party based on time spent and costs incurred, unless otherwise agreed. Unless a different payment term has been agreed, payments must be made within 15 days after the invoice date. Our fee calculations do not include interest charges.
In the event an invoice has not been paid within 30 days after the due date, we shall be allowed to charge 1% interest per month as of the due date. If payment does not occur within 8 weeks after the due date, we shall be allowed to suspend execution of the Contract. We reserve the right to use the right of retention.
A Contract shall be considered financially completed at the time the final payment has been approved by the Contracting Party. This final payment must be approved by the Contracting Party within 30 days after receipt. In case the Contracting Party fails to react within this term, the final payment shall be considered to have been approved.
All judicial and extrajudicial costs related to the collection of any money owed by the Contracting Party shall be charged to the Contracting Party. Extrajudicial costs shall be considered to amount to at least 15% of the amount to be collected. In case of a joint Contract, the Contracting Parties shall be jointly and severally liable for payment of the invoice amount, regardless of whose name the invoice was issued in.
Premature Contract Termination
A Contract may be terminated prematurely in case either party feels that the work is not being performed, or cannot be performed, in accordance with the quotation and Contract confirmation and any subsequent agreements and Contract specifications recorded in writing. In such case, one month’s notice shall be given for any Contracts with a turnaround time of more than 2 months.
This step shall of course be taken only when the problems observed have turned out to be insolvable. In the event of premature termination of a Contract, any work performed up to that point shall be paid for normally. Neither the Contracting Party nor we shall be able to make any claim, or claim any right, by virtue of premature termination of the Contract. In case either party goes bankrupt or requests a moratorium on payments, the other party shall have the right to terminate the Contract without notice.
Arbo Consultancy shall be liable only for any damage suffered by the Contracting Party during the execution of the Contract that is the direct result of culpable behavior of its consultant(s) and staff. Our liability shall be limited to three times the amount of the professional fee charged under the Contract in question. We shall not be liable for any other (consequential) damage, or damage suffered by third parties. The Contracting Party shall indemnify us against such damage. The application and use of our advice shall be entirely at the risk of the Contracting Party.
In addition, our physicians have liability insurance. Liability of our physicians shall be limited to the insured amount.
Any copyrights, rights on drawings or models, or other intellectual property rights related to the advice we provide shall belong to our Arbo Consultancy. The Contracting Party shall acquire the right to use this property within the organization section the Contract is related to.
If any dispute arises between the Contracting Party and the Consultancy because of or as a result of a Contract, the parties shall seek to resolve such dispute by settlement. This includes the possibility of submitting the dispute together to an independent expert for advice or mediation. If this does not resolve the dispute, the dispute shall be submitted to the court having jurisdiction. All quotations and all Contracts shall be subject to Aruban law with the exclusion of any other law.