General Terms and Conditions

General Terms and Conditions/version 01/01-05-2021 | Beround Testing B.V.

Article 1 – Applicability

1.1 Beround Testing B.V., registered with the Dutch Chamber of Commerce under number 62710370, uses the following definitions in these general terms and conditions:
a. Client: the (legal) entity commissioning the assignment;
b. Beround Testing B.V.: the contractor, as defined in the introduction of this article;
c. Third Party: a (legal) entity to whom Beround Testing B.V. has outsourced activities.

1.2 These general terms and conditions apply to all offers and agreements for the provision of products and services of any kind and under any designation by Beround Testing B.V. Terms and conditions used by the client do not apply unless Beround Testing B.V. expressly accepts them (or parts thereof) in writing.

1.3 Deviations from and additions to these general terms and conditions are only valid if expressly agreed upon in writing between the parties.

 

Article 2 – Offer and Acceptance

2.1 All quotations and price offers made by or on behalf of Beround Testing B.V. are without obligation, both in terms of price, content, and delivery time. Offers expire 14 days after the date of issue and are based on the information provided by the client up to that point.

2.2 The client shall provide Beround Testing B.V. with all information relevant to the preparation and execution of the assignment.

2.3 Beround Testing B.V. will describe the assignment in the offer or order confirmation as accurately as possible. Delivery conditions will be stated if necessary. An agreement is concluded upon signing by both the client and Beround Testing B.V., or if the client has already permitted Beround Testing B.V. to start the assignment. In the latter case, the conditions stated in the offer or order confirmation are deemed fully accepted by the client.

 

Article 3 – Obligations of Beround Testing B.V.

3.1 Beround Testing B.V. will perform the agreed tasks to the best of its ability and in accordance with professional standards, in line with what may be expected under the assigned task. Unless explicitly agreed otherwise in writing, this obligation is considered a best-efforts obligation, as no guarantee is given regarding the outcome of the service provided by Beround Testing B.V.

3.2 The assignment will be executed with professional independence. Regular consultations with the client will occur during the assignment to discuss progress and execution. If facts or circumstances arise that may negatively affect progress or results, Beround Testing B.V. will promptly notify the client.

3.3 The above in 3.2 also applies if the work of Beround Testing B.V. forms part of a cooperative initiative involving third parties coordinated by the client. To the extent that supervision and direction by the client are assumed, this is limited to general matters, and Beround Testing B.V. retains control over the actual execution of the assignment and the related activities.

3.4 Beround Testing B.V. is entitled to outsource parts of the assignment to third parties (companies or self-employed individuals), in which case these general terms and conditions remain fully applicable.

 

Article 4 – Obligations of the Client

4.1 The client must ensure that all documents and information necessary for the assignment are provided on time and that required systems are accessible. The client guarantees the accuracy and completeness of all information and authorizations provided.

4.2 Beround Testing B.V. is not liable for damages caused by incomplete or defective information or systems provided by or on behalf of the client. Where applicable, the client must ensure the timely availability of staff involved in the project.

4.3 Changes in the client's policy, organization, or systems, or in the client’s immediate (market) environment, must be reported to Beround Testing B.V. without delay so they can be taken into account during execution.

 

Article 5 – Delivery Time

5.1 Beround Testing B.V. will make every effort to execute the assignment within the agreed schedule. The duration of the assignment may be influenced by factors such as the quality of the information provided and the cooperation of the client.

5.2 Except in cases of willful misconduct or gross negligence, exceeding the delivery time does not entitle the client to dissolve the agreement (in whole or in part), nor to claim compensation for any (future) damage incurred.

 

Article 6 – Force Majeure

6.1 In the event of force majeure, Beround Testing B.V.'s obligations will be suspended. If the force majeure situation continues for more than three months, both parties are entitled to terminate the agreement without any obligation to pay damages. If Beround Testing B.V. has already partially fulfilled its obligations at the time of force majeure, or can only partially fulfill them, Beround Testing B.V. is entitled to invoice the completed or executable part separately. The client shall be required to pay this invoice as if it concerned a separate agreement.

6.2 Force majeure includes, but is not limited to: war, the threat of war, fire affecting premises and/or inventory, operational disruptions, strikes, government-imposed restrictions, failure of suppliers to fulfill their obligations (in time), illness or (temporary or permanent) incapacity for work of key personnel, and any other circumstances beyond the control of Beround Testing B.V. that prevent the fulfillment of its obligations, either temporarily or permanently.

 

Article 7 – Client Default

7.1 If the client fails to fulfill its obligations to accept products and/or services, it shall be in default upon the expiry of the payment term, without any notice of default or formal reminder being required. In such a case, Beround Testing B.V. is entitled to declare the agreement wholly or partially dissolved without judicial intervention and/or to demand performance of all or part of the agreement. This is entirely at the discretion of Beround Testing B.V. and without prejudice to its right to claim compensation for costs, (future) damages, and interest.

 

Article 8 – Quality / Complaints

8.1 Complaints regarding the quality of the services delivered must be submitted in writing within 8 days after delivery of the service deemed unsatisfactory. The notice of default must contain as detailed a description as possible of the shortcoming, so that Beround Testing B.V. can respond appropriately.

8.2 If the complaint is justified, Beround Testing B.V. shall carry out the work as agreed, unless this has demonstrably become pointless for the client. The client must communicate this in writing. If subsequent performance is no longer possible or meaningful, Beround Testing B.V.'s liability is limited in accordance with Article 14 of these general terms and conditions.

 

Article 9 – Prices

9.1 All prices and rates stated by Beround Testing B.V. are in euros, and the client shall make all payments in euros. All consultancy and office costs are included in the rates. Unless otherwise stated in the offer, travel and accommodation costs within the Netherlands are included.

9.2 All prices and rates are exclusive of VAT and other government-imposed levies. Any third-party costs incurred by Beround Testing B.V. for the assignment will be charged to the client upon presentation of the relevant invoices. If a quotation includes an indicative price, this constitutes a non-binding estimate of the costs.

9.3 If the assignment is agreed upon for a fixed fee, this fee only applies to the activities described in the offer. Any additional or modified work (so-called “additional work”) will be charged to the client on a time and materials basis, after the client has approved it.

9.4 Beround Testing B.V. reserves the right to revise its rates annually. Any changes will be communicated to the client at least two months before they take effect. The client may terminate the agreement within 7 working days of receiving such notice, effective from the date the revised rates become applicable.

 

Article 10 – Payment Terms

10.1 Unless agreed otherwise, services by Beround Testing B.V. are invoiced monthly by email based on time spent and costs incurred.

10.2 Payment of an invoice implies the client's acceptance of the invoiced services and/or results. Payment of a final invoice constitutes completion of the assignment by the client.

10.3 Payment must be made within 30 days of the invoice date. If payment has not been received within 30 days after the due date, Beround Testing B.V. shall be entitled—on top of the provisions of Article 7—to charge statutory interest until full payment has been made.

10.4 If the client fails to pay after receiving a written reminder, it shall also be liable for all judicial and extrajudicial collection costs, including costs charged by external experts. These costs shall be at least 15% of the outstanding amount.

 

Article 11 – Confidential Information

11.1 Beround Testing B.V. undertakes to keep all information and data received from the client confidential and not to disclose it to third parties, unless explicit written consent is given. It shall take all necessary precautions to protect the client's interests in the context of the assignment.

11.2 Likewise, the client shall not disclose any information regarding Beround Testing B.V.’s approach, methodology, or (the content and format of) reports to third parties without Beround Testing B.V.’s explicit consent, unless the assignment confirmation or the nature of the assignment indicates otherwise.

 

Article 12 – Modification of the Assignment

12.1 If unforeseen circumstances arise during the assignment that were not anticipated at the outset, the parties will seek a solution in mutual consultation and good faith, such as modifying the assignment.

12.2 If either party is affected by a force majeure situation, they must immediately notify the other party. The parties will then seek a reasonable solution through consultation.

12.3 Both the client and Beround Testing B.V. are entitled to terminate the assignment if the originally agreed execution becomes significantly more difficult or impossible due to changed circumstances. If the assignment is continued, the modified and new conditions will be added to the original agreement and considered part of the same.

 

 

Article 13 – Duration and Termination

13.1 If the agreement is entered into for a fixed term, the term shall be tacitly renewed for the same period unless the assignment has been completed.

13.2 In case of early termination, unless agreed otherwise, a notice period of one month shall apply. Work performed up to that point shall be compensated normally. Neither the client nor Beround Testing B.V. shall be entitled to any claims or compensation, except as explicitly stated in these general terms and conditions.

13.3 If either party is declared bankrupt, applies for suspension of payments, enters into liquidation, or is dissolved, the other party has the right to terminate the agreement without observing a notice period. The parties shall immediately inform one another when any of these situations occurs.

 

Article 14 – Liability, Indemnification and Exclusions

14.1 The results of applying and using the studies and advice provided by Beround Testing B.V. depend on many factors, most of which are beyond its control. Although the assignment is performed to the best of Beround Testing B.V.'s ability and in accordance with professional standards, it cannot guarantee the results of the studies, audits, or advice provided.

14.2 Beround Testing B.V. is only liable to the client for damages resulting from gross negligence or intent in the performance of the assignment and only to the extent that such damages could have been avoided if reasonable care, expertise, and professionalism had been exercised. In no event shall this liability exceed the amount paid out under Beround Testing B.V.’s professional liability insurance, or, if no payout is made, the portion of the fee relating to the services in question, as defined in Article 14.3.

14.3 For assignments with a duration of more than four weeks, Beround Testing B.V.’s liability is limited to 50% of the fee invoiced for the last four weeks up to the moment the liability claim is made. For fixed-price or project-based assignments, the four-week portion is calculated by evenly distributing the total project fee over the planned (or, if longer, actual) duration. For assignments of four weeks or less, the relevant portion is 50% of the total assignment value.

14.4 Beround Testing B.V. cannot be held liable for damages resulting from the involvement of third parties whose cooperation is essential for the assignment, nor for consequential damages or damages suffered by third parties. The client shall indemnify Beround Testing B.V. accordingly.

 

Article 15 – Intellectual Property Rights

15.1 Beround Testing B.V. reserves all intellectual property rights to which it is entitled under the Dutch Copyright Act (Auteurswet).

15.2 Beround Testing B.V. also retains the right to use knowledge gained through execution of the assignment for other purposes, provided that no confidential information is disclosed to third parties.

 

Article 16 – Warranty

Any warranties issued by Beround Testing B.V. regarding products not developed by Beround Testing B.V. shall only apply if, and to the extent that, the relevant supplier has issued a warranty to Beround Testing B.V. that covers any (future) damages caused.

 

Article 17 – Amendment of Terms and Conditions

17.1 Beround Testing B.V. reserves the right to amend and/or supplement these terms and conditions at any time.

17.2 Amendments and/or supplements also apply to existing agreements, with due observance of a 30-day notice period following written notification of the change. If the client does not wish to accept the amended terms, the client may terminate the agreement as of the effective date of the new terms.

 

Article 18 – Dispute Resolution and Applicable Law

18.1 If any provision or part thereof in these terms and conditions is declared invalid by court decision, the remaining provisions shall remain fully effective. Beround Testing B.V. and the client shall consult with each other to agree on new provisions that replace the void or nullified ones, observing the original purpose and intent as closely as possible.

18.2 All offers and agreements made under these terms and conditions shall be governed exclusively by Dutch law. All disputes, directly or indirectly arising from or relating to the agreement, shall be submitted exclusively to the competent court in the district where Beround Testing B.V. is established.

18.3 Subject to evidence to the contrary, the administrative records of Beround Testing B.V. shall be decisive with regard to the agreement entered into between the parties.

 

Article 19 – Additional Provisions Related to the DBA Act (Wet DBA)

The relevant provisions of the most recent version of a Dutch Tax and Customs Administration–approved model agreement shall apply to agreements governed by these general terms and conditions, to the extent that an independent contractor (third party) is engaged. These provisions include the following:

  • Beround Testing B.V., the third party, and the client explicitly intend to contract on the basis of an agreement for services (overeenkomst van opdracht) as defined in Article 7:400 et seq. of the Dutch Civil Code (BW).
  • They expressly do not intend to enter into an employment agreement as defined in Article 7:610 et seq. BW.
  • In relevant cases, the parties choose to exclude the deemed employment relationships of home workers or equivalent positions, as defined in the applicable Dutch tax legislation, by signing this agreement prior to any payments.
  • Beround Testing B.V. and/or the third party accepts the assignment and fully assumes responsibility for proper execution of the agreed activities.
  • Beround Testing B.V. and/or the third party shall independently organize its work. Coordination with the client may occur if collaboration with others is necessary. If needed for the assignment, Beround Testing B.V. and/or the third party will observe the client's working hours.
  • Beround Testing B.V. and/or the third party shall carry out the assignment entirely independently, at their own discretion and without supervision by the client. However, the client may issue instructions related to the desired result.
  • The client expressly agrees that Beround Testing B.V. and/or the third party may also perform work for other clients.

    •  

    Article 20 – General Data Protection Regulation (GDPR)

    As a result of the General Data Protection Regulation (GDPR), the following provisions apply:

  • Due to the nature of the services provided, it is not expected that Beround Testing B.V. will process personal data present at the client as defined by the GDPR.
  • In line with section a of this article, if Beround Testing B.V. is not explicitly instructed to process personal data, but such processing is a result of services rendered, Beround Testing B.V. shall not be considered a processor.
  • If Beround Testing B.V. determines the means and manner of processing and independently decides how processing is carried out, it exercises control and is therefore not considered a processor.
  • Beround Testing B.V. is not deemed a processor if it is subject to the direct authority of the client (the data controller). Such a situation is considered “internal administration” and does not qualify Beround Testing B.V. as a processor.
  • Any processing of personal data by the client, whether related to the preceding sections or otherwise, always takes place under the client’s responsibility. Beround Testing B.V. has no control over the purpose or means of processing, nor over retention periods or disclosure of data to third parties. The client is responsible for defining the processing purposes and means. If a data processing agreement is required, initiating and ensuring such an agreement is the client’s responsibility.
  • Beround Testing B.V. is not responsible or liable for any unlawful disclosure or negligent handling of personal data by the client or any third party engaged by the client, in relation to privacy laws or any processing agreement. The contractor or engaged third party shall indemnify Beround Testing B.V. against any third-party claims in this context.

    •  

    Article 21 – Indemnification

    21.1 If no separate signed indemnity agreement has been concluded between the client and Beround Testing B.V. for the services provided, the provisions of this article shall apply.

    21.2 Beround Testing B.V. (including any third parties) shall never be liable for any damages, including consequential damages, and shall not be obliged to compensate business losses, loss of profits, damages resulting from third-party claims against the client, or any other form of loss related to or reasonably deemed part of the assignment.

    21.3 The client explicitly and unconditionally indemnifies Beround Testing B.V. (including any third parties) against any legal proceedings related to actions and consequences that form part of or are reasonably considered to form part of the assignment.

     

    Article 22 – Final Provision

    22.1 These general terms and conditions entered into force on May 1, 2021.

    22.2 Any changes to these provisions will be reflected in an updated version number and revised modification date, stated in the footer of the updated general terms and conditions.