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General conditions

General conditions of Eén Springt Eruit ESE BV

Article 1 - Applicability

  1. These conditions are applicable to all agreements to be closed by Eén Springt Eruit ESE BV, hereinafter called ESE. Exceptions can only be made in writing by means of a document, signed by both parties.
  2. Hereafter the phrase ESE will also refer to the person or persons, who will be brought in by ESE to execute the agreement.

Article 2 - Duration of the agreement and place of execution

  1. Each ESE agreement is concluded for the duration of the contract term as stated in the agreement. If within the agreement a term has been agreed about the completion of certain activities, that term is not fatal, unless the opposite is clearly agreed.
  2. The activities will be executed at the discretion of ESE at the location of the other party, at the ESE offices or elsewhere, whatever is most suitable and practical.

Article 3 - Position of ESE

  1. ESE is an independent company, that occupies herself with interim management, project management en management support.
  2. The activities executed by ESE in the organization of the other party are defined in annex 1 to the agreement between ESE and the other party. This annex forms an integral part of the agreement. Parties declare to consider this annex to be the basis of the assignment. Alterations can only be made in writing after prior consultation and agreement.
  3. ESE will execute the activities resulting from the agreement to her best knowledge and ability in conformity with the demands of good craftsmanship.
  4. If and to the extend as demanded by good execution of the agreement, ESE has the right, after prior consultation with the other party, to have certain activities executed by a third party.

Article 4 - ESE's authority

  1. All authority, that is necessary or desirable for a proper execution of her activities, is due to ESE.
  2. The other party takes timely care of the necessary authorizations with regard to the execution of the activities and that this is known within his organization.
  3. The other party takes care, that all data indicated by ESE as necessary, are timely supplied to ESE. If these data are not supplied in time, ESE has the right to suspend the execution of the agreement and to charge the extra cost, caused by the suspension, to the other party.

Article 5 - Fee

  1. The fee is due to ESE because of the simple fact, that activities have been executed by ESE in conformity with the agreement.

Article 6 - Payment

  1. The activities executed in conformity with the agreement will be invoiced each month. The other party will pay the invoices within 21 working days from the invoice date. The payment of the invoices needs to be done before the due date and in full without exceptions.
  2. In case the other party does not meet any payment obligation as mentioned in paragraph 1 of this article, ESE will be entitled by default and without further notice to charge 1% interest per month, starting from the due date of the invoice.

Article 7 - Absence

  1. The person, brought in by ESE, is entitled to not be available due to vacation. The vacation periods have to be agreed with the other party at least 2 weeks in advance.
  2. In case the person, brought in by ESE, will not be able to work on the execution of the agreement because of force majeure, ESE is responsible for arranging adequate replacement. By force majeure is, not exclusively, meant illness, accidents or other not to be foreseen events, because of which ESE will be prevented to execute the agreement.

Article 8 - Liability

  1. Neither ESE nor the person brought in by ESE, will be liable for damages caused to the other party or third parties, originating from activities executed within the formal range of his/her authority or otherwise related to or resulting from the execution of the agreement unless these damages are caused by malicious intent or gross mistakes by ESE. The latter liability will never be larger than the maximal sum of the agreement.
  2. Neither ESE nor the person brought in by ESE will be liable for not or not timely meeting the obligations of the agreement because of force majeure.

Article 9 - Secrecy

  1. During the duration of the agreement as well as thereafter ESE is obliged to keep secret all that comes to her knowledge about the other party, to treat all of that strictly confidential and to not disclose any of that to third parties.
  2. After the end date of the agreement ESE will destroy all information, obtained from the other party, insofar it was not returned before the end date of the agreement.

Article 10 - Intellectual property

  1. ESE reserves all rights and authorities that are due to her based on the Dutch Author's Act.
  2. All documents, supplied by ESE, such as reports, advices, designs, drafts, software, etc. are only meant to be used by the third party and may not be copied, publicized or presented to third parties without prior written consent of ESE.
  3. ESE retains the right to use the increased knowledge for other purposes, provided that no confidential information is presented to third parties.

Article 11 - Termination

  1. The agreement ends by right, so no notice is required, at the end date mentioned in the agreement.
  2. If parties are of the opinion that the agreement needs to be renewed, they will agree in writing for which period at the latest 2 months before the end date as mentioned in the agreement. In that case the renewed agreement will be considered to be closed at the same conditions as at present, unless parties agree on different conditions in writing.
  3. ESE has the right to terminate the agreement immediately by registered letter to the other party in the following cases:
    1. if the other party has filed for suspension of payments or has been adjudged bankrupt or has discontinued his activities.
    2. if the other party does not punctually meet his payment obligations towards ESE or does not meet other obligations according to the agreement.
    All of this without prejudice to the right of ESE to claim compensation of sustained damages. On termination all demands are claimable immediately.
  4. The other party vouches, that termination of the agreement, including termination based on paragraph 3 above, will mean totally discharging ESE from all obligations according to the agreement.

Article 12 - Final provisions

  1. These conditions and the agreement concerned between ESE and the other party are subject to Dutch legislation.
  2. In occurring cases ESE has the right to determine whether a dispute is placed before the court where ESE holds office or before the court where the other party holds office.

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