General Terms & Conditions Capita
Capita BV (Capita), registered at the chamber of commerce under number 34272528, holding office at Prinsengracht 856, 1017JN Amsterdam, aims to provide consultancy services in the field of crisis management and reputation management, as well as training and coaching.
These general terms shall, unless otherwise agreed in writing, apply to all assignments (‘opdrachten’) to Capita and all additional and subsequent assignments. All persons and entities that are directly or indirectly related to Capita or engaged by Capita can invoke these general terms. The applicability of general terms of the client are not accepted.
All services and other activities carried out by Capita are performed under a contract agreement (‘overeenkomst van opdracht’) unless otherwise agreed in writing. Capita will operate as sole contracting party (‘opdrachtnemer’) rendering the services. Sections 404 (which relates to the situation where it is the client’s intention that an instruction be carried out by a specific person) and 407(2) (which imposes a joint and several liability where an instruction is given to two or more persons) of Book 7 of the Dutch Civil Code shall not apply. Both the client and Capita are entitled to terminate (‘opzeggen’) the contract agreement at any time. Such termination will in itself never lead to any obligation (for damages or other) except to the obligation of payment of outstanding fees and costs. Stipulations of these general terms that from their nature are meant to survive termination, such as in any event clause 5 to 8 (‘survival clauses’) remain to exist.
Capita can engage third parties in connection with the rendering of its services. Capita is not liable for shortcomings of third parties engaged by Capita and is authorized to accept any limitations of liability of third parties on its behalf.
The client indemnifies and holds Capita and each person associated with or formerly associated with Capita harmless from and against any and all third party claims, including legal and other costs, in any way arising from or connected to the services at any time rendered by or on behalf of Capita and/or persons associated with it for the benefit of that client, unless such claims result from wilful misconduct (‘opzet’) or gross negligence (‘grove schuld’) by Capita or such person.
If, during the execution of the services of Capita liability towards the client arises due to an act or omission, such liability will be limited to the amount which in the relevant case is paid under the (individual) professional liability insurance of Capita, increased with the amount of own risk of Capita under the insurance policy. If for whatever reason there occurs to be no payment based on the insurance, all liability is limited to the fee charged and paid by the client excluding VAT and disbursements in the relevant case in the relevant year with a maximum of EUR 10,000. With regard to all claims for liability and the filing thereof a limitation period (‘vervaltermijn’) of one year applies starting from the moment the client was aware of the grounds of its claim or could have been reasonably aware of the grounds of its claim.
In relation to the execution of the contract the client will pay a fee to Capita plus VAT and disbursements, such as any third party costs including courier cost and costs of translation (with VAT where applicable). Unless agreed otherwise, the fee is calculated based on the number of hours worked multiplied by the hourly rates adopted by Capita. The fee is annually adjustable.
All invoices of Capita must be paid within 14 days without the possibility of suspension or settlement. In case of non payment, Capita is entitled to suspend its work without further notice until full payment of the outstanding invoices has been performed with the exclusion of any liability of Capita for damage that may result arising thereof. The client will furthermore be indebted the statutory interest, in addition to 15% collection costs. Optionally also the actual costs (costs of notice and recovery) may be charged by Capita.
In principle Capita only provides information, advice, statements in electronic manner. Unless otherwise agreed the client agrees to this electronic way of working.
Except for rights expressly granted under this agreement, nothing in this agreement will function to transfer any of either party’s Intellectual Property rights to the other party, and each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.
In case of (partial) rescission, (partial) nullification or an alteration of the contract agreement, these general terms remain in full force.
The relationship between Capita and the client is exclusively governed by Dutch law. Any dispute will be settled exclusively by the competent court in Amsterdam.
These general terms have been drawn up in Dutch and English. In case of any difference between both versions the Dutch version prevails.