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We value a good relationship with our customers and strive for clear agreements. These terms and conditions apply to all our offers, agreements, services and subscriptions.
1.1 These terms and conditions apply to all agreements where Blackbirds B.V. and its subsidiaries carry out advice and/or project management activities for the client.
1.2 Deviations from these terms and conditions are only valid if they have been expressly agreed in writing by both parties.
1.3 All obligations between Blackbirds and the client are governed by Dutch law.
1.4 These terms and conditions have been filed with the Chamber of Commerce in The Hague.
1.5 The most recent version of these terms and conditions applies unless otherwise agreed.
2.1 Agreements are concluded by signing an order confirmation by both parties, which includes the following:
a. A description of the activities and the result to be achieved.
b. The expected duration of the work.
c. A description of the employees engaged by Blackbirds.
d. The rates.
Or by actually carrying out the work. If Blackbirds sends an order confirmation to the client, the content is complete and accurate, unless the client objects in writing within 7 days.
2.2 Each agreement replaces all previous agreements on the same subject.
3.1 Blackbirds will carry out the agreed work carefully and without delay.
3.2 Within 30 days after the start of the work, the client may request the replacement of the employee concerned for important reasons.
3.3 Blackbirds reserves the right to replace employees, provided that the quality of the work is guaranteed and the induction time is not charged.
3.4 The responsibility for the execution and quality of the work lies entirely with Blackbirds.
4.1 Blackbirds undertakes to maintain the confidentiality of all of the client's business information and also imposes this obligation on its employees.
5.1 The client owes Blackbirds compensation for the work performed, calculated on the basis of costs incurred and time spent at the agreed rates or on the basis of a “fixed price”, plus sales tax. Blackbirds may change the rates annually, with an announcement at least one month before the effective date.
5.2 On the last business day of each month, the employee reports the hours spent and costs incurred to the client. These reports are approved or rejected by the client, stating the reasons.
5.3 Blackbirds prepares its invoices based on the approved time sheets and sends them to the client.
6.1 Invoices from Blackbirds must be paid within 30 days of the invoice date. If this period is exceeded, the client will be in default without notice of default and will owe interest of 2.0% per month.
6.2 Blackbirds may require prepayment or other securities before commencing or continuing the work.
6.3 In the event of the client's failure to comply with payment obligations, the client is obliged to reimburse (extra) judicial collection costs, at least 15% of the total amount.
7.1 If early termination of the agreement has been agreed, a notice period of 30 days applies. This enables Blackbirds to complete the work at the client's premises.
7.2 The agreement ends immediately in the event of bankruptcy or suspension of payment by one of the parties, or in the event of a violation of a provision of the agreement that has not been restored within 14 days of the request.
8.1 Blackbirds is not liable for damage resulting from the advisory and/or project management activities, unless it is the direct result of intent or gross negligence on the part of Blackbirds or its employees. In the event of liability, it is limited to €500,000 per event or series of events.
8.2 Further liability for shortcomings or defects is excluded.
As long as an assignment is in progress and for 12 months after completion or termination of an assignment, parties are prohibited from entering into employment or other cooperation agreements with persons who were employed by the other party less than 12 months before, unless agreed in writing with Blackbirds.
Blackbirds complies with the client's safety regulations.
The direction and supervision of Blackbirds employees during the execution of projects lies at all times with the Blackbirds management. Employees receive no instructions from the client about the execution of the work. Leave and illness are arranged by Blackbirds' management.
If Blackbirds' activities result in products with copyrights or other intellectual property rights, Blackbirds transfers these rights to the client after all amounts due have been paid. Blackbirds reserves the right to use the acquired knowledge and experience for other purposes.
