GENERAL TERMS AND CONDITIONS
Transparent Business Solutions B.V.
The General Terms and Conditions shall apply to any and all transactions, contracts, and business relationships with Transparent Business Solutions B.V., with its corporate seat in Kalvermarkt 53, 2511 CB, The Hague, The Kingdom of the Netherlands in particular including all consultancy services proposed or provided by the Consultant, which are delivered entirely or partially to the Client.
The following General Terms and Conditions apply to Users of the Website and Clients of the Services. User/Client should read the entire User Agreement carefully before using the Website or Services.
In these General Terms and Conditions, the following definitions are applicable: “Client” means the person, company, or organization body who is the intended recipient of the Service;
“Confidential Information” means any information related to the Engagement disclosed by the Client to the Consultant and by the Consultant to the Client, respectively, either directly or indirectly. Confidential Information may include, by way of example but without limitation, products, specifications, formulae, equipment, formulas, models, employee interviews, records, quality monitoring schemes/programs, training materials, business strategies, customer lists, know-how, drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client and the Consultant, respectively;
“Client” means.; The user of these Terms and Conditions;
“Contract” means the contract between the Client and the Consultant which defines the scope of the Engagement and the services to be rendered by the Consultant, as well as the fee schedule for said services;
“The Engagement” means any agreement, in whatever form, reached between the Consultant and the Client pursuant to which the Consultant agrees to render services to the Client in exchange for a fee plus costs;
“Force Majeure” means any cause beyond the reasonable control of the affected party, including, but not limited to, any act of God, war, riots, acts of the public enemy, fires, strikes, labor disputes, accidents, or any act in consequence of compliance with any order of any government or governmental authority;
“Project” means the services to be provided by the Consultant to the Client as specified in the Service Agreement;
“Subcontractor” means either an affiliate or subsidiary of the Consultant, or an independent contractor, respectively, which is qualified to perform the applicable services as contemplated by the “the Services Agreement”, and has been contracted by the Consultant accordingly, as evidenced by an agreement in writing.
2.1 These General Terms and Conditions govern the provision of all services from or on behalf of the Consultant to the Client and apply to all legal relationships between the Consultant and the Client.
3. PERFORMANCE OF THE PROJECT
3.1 The Consultant shall determine the manner in which and the person by whom the Engagement will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.
3.2 The Consultant shall complete the Project with reasonable skill, care, and diligence in accordance with the Contract.
3.3 The Client hereby accepts that the time schedule allocated for the performance of an Engagement may be subject to change in case of an amendment to the Engagement and/or the services to be provided thereunder after the conclusion of the Engagement.
3.4 In case of any change of circumstances under which the Engagement is to be performed which cannot be attributed to the Consultant, the Consultant may make any such amendments to the Engagement as it deems necessary to adhere to the agreed quality standard and specifications. Any costs arising from or related to this change of circumstances will be fully borne by the client.
3.5 The Consultant may, at its discretion and, where possible, in consultation with the Client, replace the person or persons charged with performing the Engagement, if the Consultant believes that such replacement would benefit the performance of the Engagement.
The Consultant shall be free to involve Subcontractors, availing of specific expertise, in the performance of the Project, provided that the Consultant shall have these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to the Consultant. If requested by the Client, the Consultant shall identify these Subcontractors, specifying in each case their specific expertise.
5. CLIENT’S OBLIGATION
5.1 The Client shall at all times duly make available to the Consultant all information and documents that the Consultant deems necessary to be able to carry out the Engagement correctly, in the specified form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the Engagement.
5.2 The Client shall duly inform the Consultant of any facts and circumstances that may be relevant in connection with the execution of the Engagement.
5.3 The Client shall guarantee the correctness, completeness, and reliability of any information provided to the Consultant.
6. FEES AND EXPENSES
6.1 The Client shall pay the Consultant fees at the rate specified in the Service Agreement.
7.1 In the course of performing Services, the parties recognize that the Company may come in contact with or become familiar with information which the Client or its subsidiaries or affiliates may consider confidential. This information may include but is not limited to, information pertaining to the Client’s personal data. The Company acknowledges that in connection with the Services rendered hereunder the Company will be afforded access to Confidential Information and that public disclosure of such Confidential Information could have an adverse effect on the Client. The Company covenants that, during and following the term of the Contract, the Company will hold in confidence all Confidential Information and will not disclose it to any person or use it other than for the of providing the Services hereunder, except with the specific prior written consent of the Client and/or if the information became public knowledge.
7.2 Any information or document received by the Client from the Company in the context of the performance of the contract is identified as confidential. The Client will hold all Company Confidential Information in confidence and will not use, copy, publish, summarize, disclose any such information to any third party or use it other than for the of receiving the Services hereunder, except with the specific prior written consent of the Company.
7.3 The provisions of this Article shall apply during the term of the Contract and for a period of five (5) years thereafter.
7.4 Due to the nature of the business, the Consultant’s customer service representatives (sales agents) can use pseudo/alias names in order to protect their identity.
8.1 The Consultant, and any person put forward by the Consultant to perform the Project, shall not be liable if the services provided or the results generated by him in the Project are not absolutely correct, nor does the Consultant, or any person put forward by the Consultant to perform the Project, warrant, either expressed or implied, that the performance by him of the Project will not infringe upon intellectual property rights of any third party.
9. GOVERNING LAW AND JURISDICTION
9.1 All disputes which cannot be settled amicably shall be referred to the applicable courts in The Netherlands, where parties consent to those courts’ exclusive jurisdiction.
9.2 This Agreement is governed by and interpreted in accordance with the laws of The Netherlands.
10. FORCE MAJEURE
Neither party shall be liable in any way for any damage, loss, cost, or expense arising out of or in connection with a Force Majeure event. Upon the occurrence of any Force Majeure Event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the Force Majeure event and how it will affect its performance.
For questions, product information, or information about Terms & Conditions, and the website itself, please contact the Customer Support Department at firstname.lastname@example.org.