Terms and Conditions Student Consultant

Student Consultant: The company Student Consultant B.V., or one of its operating companies. 

Client: The (legal) person(s) who acquires Services from Student Consultant. 

Intermediary: The (legal) person(s) who mediates the Services between Student Consultant and Client. 

Services: All services, activities, projects, and/or performances carried out by employees of Student Consultant and/or Student Consultant for the benefit of the Client, whether or not through an Intermediary. 

Employee: An employee from Student Consultant, or a consultant deployed by Student Consultant. 

Agreement: The written agreement(s) between Parties concerning Services, in which further agreements regarding the Services are documented. 

Parties: Student Consultant, Client, and Intermediary each separately and/or collectively referred to as Party(ies). 

General Terms and Conditions: These General Terms and Conditions of Student Consultant B.V.  

These General Terms and Conditions apply to all requests, offers, Agreements, or otherwise in which the Client acquires Services from Student Consultant. 

The applicability of any other (delivery) conditions of the Client, by whatever name, is explicitly rejected. 

Deviating provisions and any conditions of the Client are only valid if and insofar as Student Consultant has expressly agreed to them in writing. The client cannot derive any rights for the future from any deviations agreed upon from these General Terms and Conditions. 

If any part of these General Terms and Conditions is voidable or null and void, the remaining provisions remain in full force. Parties will replace the relevant part with one of equal scope. 

Words in singular also refer to the plural and vice versa, if the context in which they are used implies this. 

The project proposals on which the Agreements between Parties are based are based on information provided by the Client to Student Consultant. The Client ensures that all essential information for the setup and execution of Services has been provided to Student Consultant. Student Consultant will perform the Services to the best of its insight and ability, and in accordance with the requirements of good craftsmanship. This obligation has the character of an "effort obligation," unless agreed otherwise. 

The project proposals of Student Consultant are non-binding unless they contain a term for acceptance and are always based on the execution of the work under normal conditions and normal working hours, unless indicated otherwise. 

If Parties make a written or oral project proposal, the Agreement only comes into existence through written acceptance by Parties. ‘Written’ is defined as an agreement/commitment confirmation signed by Parties, document by (fax) letter, or an email confirmed by Parties to and fro. 

Oral or written commitments or agreements by or with employees of Student Consultant only bind Student Consultant if and as soon as they are confirmed in writing by a person authorized to sign. Mr. R.L.M. Kochanowski and Mr. J. Schilken are the authorized signatories of Student Consultant. 

If Student Consultant has provided the Client with a copy of the General Terms and Conditions on previous assignments, or if Student Consultant has informed the Client where the General Terms and Conditions can be inspected, the Client is deemed to have taken note of the General Terms and Conditions. A Client who has once contracted on the basis of these General Terms and Conditions already agrees with the applicability of these General Terms and Conditions to all later agreements between the Client and Student Consultant.  

The Agreement is binding for the scope and nature of the Services. The Agreement only contains the Services that have been explicitly agreed upon. 

All Services are considered to be given only to Student Consultant, even if it is the explicit or implicit intention of the Client that a Service will be performed by a specific Employee of Student Consultant. The provisions of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code are explicitly excluded. 

Student Consultant determines the composition of the project team and can change this composition if Student Consultant believes it is necessary or desirable for the execution of the assignment. A change in the project team can also take place at the request of the Client in consultation with Student Consultant.  

The rates (in €) of Student Consultant are fundamentally structured as follows: 

The rates are exclusive of value-added tax (VAT). 

The rates do not include fees for Intermediaries. If the conditions of Intermediaries and/or Client require rates including fees for Intermediaries, the rates will be compensated with the respective fee(s). 

The rates include travel expenses. 

The rates are not applicable to full-time employees of Student Consultant. Rates for these employees are determined based on the nature of the assignment. 

In the case of a follow-up assignment with a new Agreement, Student Consultant may increase the rates of the involved consultants, even if it is the same assignment. The increase may be caused by, but is not limited to, price indexing, academic progress of the consultant, and/or an increase in the consultant's work experience. 

The fee and costs as mentioned in Article 8, which are not included in the rates, will be invoiced monthly. Payment must be made without suspension or settlement within 14 days after the invoice date. After this due date, default occurs by operation of law, and statutory interest will be charged, without the need for a default notice. If payment remains outstanding, Student Consultant may suspend the execution of the assignment invoking the uncertainty exception. 

If the Client is in default or otherwise fails to fulfill one or more of its obligations, all reasonable costs incurred in obtaining satisfaction of these obligations, both judicial and extrajudicial, shall be borne by the Client. 

The Client is obliged to provide all necessary information for Student Consultant to invoice, such as but not limited to PO number and email address for invoices, no later than the end of the month in which Services have started to Student Consultant. 

Complaints regarding invoices sent by Student Consultant must be reported in writing within 14 days after the invoice date, which term shall serve as a period of limitation. 

If the Client is culpably deficient in the fulfillment of one or some of its obligations, unless there is a fatal deadline, default occurs after Student Consultant has put the Client in default. Student Consultant is obliged to set a reasonable term for the Client to still fulfill the obligations. If the set term has expired without the Client fulfilling the obligations, the Client is in default. If the Client is in default, Student Consultant has the right to unilaterally terminate the Agreement wholly or partly without further notice of default and without judicial intervention by means of a written notification to the Client 

All claims that Student Consultant may have or acquire on the Client in these cases will become immediately and fully due and payable. 

Either Party has the right to terminate the Agreement with immediate effect by means of an extrajudicial written statement if: a. The other party files for bankruptcy or is declared bankrupt; b. The other party applies for or is granted a suspension of payments; c. A significant part of the other party's assets is seized; d. The other party is dissolved or otherwise ceases to exist; e. It is reasonably suspected that the continuity of the other party's business is seriously threatened. The foregoing does not affect the terminating party's right to compensation for costs and/or damage in any form. 

Student Consultant is not liable for indirect damages. 

Student Consultant is not liable for direct damages if: a. Student Consultant and/or Employee or their replacement has fully acted according to instructions given by the Client regarding the execution of the assignment; b. Student Consultant and/or Employee or their replacement has acted as a reasonably competent and acting professional would have acted. 

Student Consultant is only liable during the Agreement for direct damage up to a maximum of the fee that Student Consultant has received during the Agreement per claim. Direct damage is damage as a direct result of errors by Student Consultant and/or Employee, if and insofar as these errors could have been avoided under normal circumstances, with normal expertise, and with observance of normal care and manner of functioning. 

Notwithstanding Article 6:75 of the Dutch Civil Code, force majeure means the situation that a failure to perform under the Agreement or these General Terms and Conditions cannot be attributed to a Party because the fulfillment of the Agreement is temporarily or permanently impossible due to circumstances that, according to the law, legal act or generally accepted standards, are not for the account or risk of the Party obliged to perform, or in case of non-attributable failure. 

In case of force majeure, the performance of the obligations arising from the Agreement of Parties is wholly or partially suspended for the duration of the force majeure, without the Parties being liable to each other for any compensation for damages. The Party that cannot timely fulfill its obligations due to force majeure or foresees this, however, is only entitled to invoke force majeure if it immediately, but no later than one week after the force majeure situation occurs, informs the other Party documented thereof. 

The Party invoking force majeure is obliged to lift or have lifted any cause of force majeure as soon as possible, as far as it is within its power. 

If any Party is definitively unable to perform due to force majeure, or if the force majeure period has lasted longer than two weeks, or as soon as it is established that this period will last longer than two weeks, the Party against whom force majeure is invoked may terminate the Agreement in writing wholly or partly, without being held to any compensation for damages. 

Force majeure does not include: lack of Employees, strikes, illness of employees, late delivery or unsuitability of goods required for the execution of the Services, insofar as these circumstances occur on the side of or due to the Party that fails to perform or falls short. Furthermore, non-performance or shortcomings of third parties engaged by the Supplier, as well as liquidity or solvency problems on the side of the Supplier or the third parties engaged by it, are not considered force majeure. 

Obligations which by their nature are intended to continue even after (intermediate) termination, cancellation, or dissolution of an Agreement, will continue after (intermediate) termination, cancellation, or dissolution of an Agreement according to their scope. These obligations include, among others: liability, confidentiality, dispute resolution, applicable law, and choice of domicile. 

Parties will not employ employees of the other Party without the written consent of the other Party, during the term of the Agreement as well as during a period of one year after the end of the Agreement, negotiate with that staff about employment or otherwise, directly or indirectly, employ them. 

It is possible for the Client to take over an Employee from Student Consultant against the following compensation per possible scenario:  

The compensations referred to in paragraph 2 do not apply to Employees with a permanent employment contract. Separate agreements are made about compensation for these Employees when Client wishes to take over an Employee from Student Consultant. 

If an Employee of Student Consultant wants to conduct his/her thesis at the Client during or after performing Services for the Client, the deployment of the Employee at the Client will be extended by the Client with the same number of hours per week for the period of conducting his/her thesis. 

This agreement, and all contractual rights and obligations arising therefrom, shall be governed in all respects by Dutch law. 

All disputes between Parties, which may arise from this agreement, or from agreements resulting therefrom, shall in the first instance be settled by the competent court of the Rechtbank Oost-Brabant.