Definitions
Bureau Puntuit BV; established in Haarlem and registered with the Chamber of Commerce under number 87786516 hereinafter referred to as "Contractor".
Other party using the services of Bureau Puntuit BV hereinafter referred to as "customer".
Work & Services: all work commissioned to Bureau PuntuitBV, in the broadest sense of the word and in any event including the work as stated in the order confirmation.
The core activities of Bureau Puntuit BV in this regard are: research and policy, participation in confidentiality or complaints committees or appointment as external confidential advisor, trainer, researcher, advisor, mediator, coaching/guidance, arbitration and publications relating to the topics of: -undesirable behaviour at work and integrity.
Agreement: any agreement for the purpose of using and making available the services of Bureau Puntuit BV.
Applicability
2.1 These General Terms and Conditions apply to all services (including offers) provided and to be provided by Bureau Puntuit BV and to all agreements concluded with Bureau Puntuit BV, unless otherwise agreed in writing.
2.2 Deviation from these General Terms and Conditions is only possible if agreed in writing. If an agreement concluded with Bureau Puntuit BV contains provisions that deviate from these General Terms and Conditions, the other provisions of these General Terms and Conditions remain in full force. If there is a deviation from these General Terms and Conditions, that deviation only applies to the agreement for which they have been accepted.
2.3 The applicability of General Terms and Conditions of the client or third parties is expressly excluded unless otherwise agreed in writing with the client.
2.4 In the event of nullity of one or more provisions of these General Terms and Conditions, the remaining provisions shall remain in full force and effect. If a provision of these General Terms and Conditions is not valid for any reason, the parties will determine in consultation a replacement provision that comes as close as possible to the content and scope of the original provision.
2.5 Bureau Puntuit BV is entitled to amend the General Terms and Conditions periodically, and in that case the new General Terms and Conditions shall apply from the moment Bureau Puntuit BV has sent a copy of these new General Terms and Conditions to the Customer.
Offer and agreement
3.1 Bureau Puntuit BV's offers or quotations have a validity of up to three months, unless a different period is stated in the offer.
3.2. Prices in offers or quotations are exclusive of VAT unless otherwise indicated.
3.3 An offer or quotation does not bind Bureau Puntuit BV and only serves as an invitation to enter into a service agreement.
3.4. An agreement between Bureau Puntuit BV and the customer comes into effect in one of the following ways and at one of the following times:
a. or, if an order confirmation has been sent, when Bureau Puntuit BV has received back the order confirmation sent to the customer and signed for approval by the customer;
b. or, if no order confirmation is sent, at the moment when an offer made by Bureau Puntuit BV is explicitly accepted by the customer verbally or in writing without change;
c. or, if Bureau Puntuit BV has commenced performance of the orders at the request of the customer, at the time of commencement.
3.5 Bureau Puntuit BV is not obliged to carry out assignments or perform work, submit as long as Bureau Puntuit BV has not received the signed agreement and/or the accompanying appendices back from the customer.
3.6. If during the execution of the order it becomes apparent that for the proper execution of the order it is necessary to change or supplement the work to be performed, the parties shall amend the order accordingly in good time and in mutual consultation. If a fixed fee has been agreed, Bureau Puntuit BV shall indicate the extent to which the amendment or supplement to the Agreement results in an overrun of this fee. Bureau Puntuit BV shall not be able to charge additional costs if the amendment or supplement is the result of circumstances attributable to it.
Provision of information by client
4.1 The Customer must make all information and documents that Bureau Puntuit BV reasonably considers necessary to provide its services available to Bureau Puntuit BV in a timely manner and in the desired manner.
4.2 The Customer must also, of its own accord, provide Bureau Puntuit BV in a timely manner with all information that the Customer knows, or reasonably ought to know, is or may be important for the correct execution of the assignment.
4.3 Bureau Puntuit BV has the right to suspend execution of the order until the moment the customer has fulfilled these obligations.
4.4 If the customer fails to comply, fails to comply on time or fails to comply fully with the obligation to provide information to Bureau Puntuit BV, or if that information is incorrect, the (financial) consequences thereof shall be at the expense and risk of the customer, including in the event that Bureau Puntuit BV fails to fulfil its obligations under the agreement concluded with the customer in connection therewith.
Duration, termination and renewal of the agreement
5.1 Agreements are concluded for a definite period, namely the duration of the period named in the agreement. This agreement may be terminated by either party at any time subject to one month's notice.
5.2 If a fixed-term agreement is terminated by the customer prematurely, the customer shall owe Bureau Puntuit BV compensation for the effort and/or services provided by Bureau Puntuit BV up to the time of termination.
5.3 The agreement relating to a services subscription with Bureau Puntuit BV is concluded for an indefinite period of time, with a minimum of one year. This agreement can be terminated by both parties subject to a notice period of one month.
5.4 If an agreement relating to a services subscription has been entered into for an indefinite period of time, with a minimum of one year, it will continue automatically for a period of one year after the expiry of that time, unless the agreement has been cancelled in time.
5.5 Notice of termination of fixed-term and indefinite-term agreements can only be given in writing, to Bureau Puntuit BV in Haarlem.
5.6 Notwithstanding Articles 5.1 and 5.3, Bureau Puntuit BV may terminate the Agreement at any time with due observance of a notice period of one month, without being obliged to pay any compensation to the Customer in connection therewith, if Bureau Puntuit BV, in its discretion, is of the opinion that an unchanged continuation of the Agreement is not reasonably possible in light of a change in the law and/or new legislation or any other circumstance deemed relevant by Bureau Puntuit BV.
5.7 If the agreement relating to a service subscription is terminated early by the customer, the customer shall owe the agreed fee, without prejudice to all other rights of Bureau Puntuit BV.
Order execution
6.1 In the event of the appointment of a confidential adviser or investigation or complaints committee, the client and Bureau Puntuit BV shall agree, before the commencement of the assignment and based on the models used by Bureau Puntuit BV, on the procedure that will apply.
6.2 Bureau Puntuit BV shall determine by which person or persons from its organisation or from its circle of external experts the assignment shall be carried out with due observance of paragraph Bureau Puntuit BV shall also determine the manner in which the granted assignment shall be carried out.
6.3 In the case of a course or training, the customer may allow a person other than the registered participant to participate, provided that Bureau Puntuit BV is notified in advance.
6.4 Bureau Puntuit BV has the right to refuse a participant in a course or training if Bureau Puntuit BV considers that the circumstances justify this decision.
Modification of service agreement
7.1 Bureau Puntuit BV may unilaterally amend/change the content of the Agreement and/or the name thereof in connection with amended or new legislation and/or amendments deemed necessary by Bureau Puntuit BV to the services provided by Bureau Puntuit BV. In the event of amendments/changes to the content of the Agreement, Bureau Puntuit BV shall inform the Customer as soon as possible.
7.2 If the content of the agreement is changed pursuant to the first paragraph of this article, the client shall not be entitled to give notice or otherwise terminate the agreement in connection therewith.
7.3 The client accepts that the time schedule of the assignment may change. Either because this is deemed necessary in the context of the careful execution of the assignment, or because the parties agree in the interim that the approach, working method or scope of the assignment and/or the resulting work should be changed and/or extended.
7.4 If an interim change in the order or order execution arises through the fault of the customer, Bureau Puntuit BV will make the necessary adjustments if the quality of the services requires this. If this adjustment results in additional work, this will be confirmed to the customer as an additional order.
7.5 During the term of the Agreement, Bureau Puntuit BV may unilaterally terminate the Agreement at any time if Bureau Puntuit BV is of the opinion that the order can no longer be carried out in accordance with the agreed order confirmation.
7.6 If either party becomes bankrupt, applies for a suspension of payments or ceases its business operations, the other party has the right to terminate the order without observing a notice period, while retaining its rights.
Cancellation of services ("appointments")
8.1 A service to be performed ("appointment") agreed for an individual customer can be cancelled free of charge in writing or by telephone with Bureau Puntuit BV no later than 48 hours (being two working days) before the agreed day of performance.
8.2 Agreed services (e.g. workshops or training courses) involving more than five participants can only be cancelled in writing by the customer with Bureau Puntuit BV up to 15 working days prior to the agreed day of performance of the first services to be provided within that framework. If the deployment of actors or external accommodation is involved, additional conditions will be drawn up separately.
8.3. Bureau Puntuit BV is entitled, for all agreed services that have not been cancelled by the customer or have not been cancelled on time, to charge the entire fee applicable to the services in question and the costs incurred in connection with the cancelled services.
8.4 If Bureau Puntuit BV itself is forced to cancel an agreed service, a new date for the performance of the service shall be agreed. Solely in the event that Bureau Puntuit BV cancels the agreed service on the agreed day of performance itself, any costs already reasonably incurred by the Customer, if specified in writing, can be reimbursed in consultation with Bureau Puntuit BV.
Prices and price changes
9.1 Prices quoted by Bureau Puntuit BV are in euros and exclusive of turnover tax and any other government levies, unless otherwise stated.
9.2 Travel time, travel and accommodation expenses and other assignment-related costs will be charged separately, unless otherwise stated.
9.3. If there are rate-increasing factors outside the sphere of influence of Bureau Puntuit BV, which have arisen after an offer was made or an agreement was concluded, and/or if the content of the applicable agreement has been amended on the basis of the provisions of Article 6, Bureau PuntuitBV is entitled to increase the rates for its services and/or the agreement and in that case the Customer is obliged to pay the increased rate. Customer is not entitled to terminate the agreement in connection with that rate increase, unless the rate increase exceeds 5%.
9.4 Notwithstanding Article 8.2, in the case of an Agreement, Bureau Puntuit BV is entitled to adjust the agreed fees annually on the basis of at least the CBS indexes and/or statutory measures. In the case of a fixed-term agreement, this adjustment can take place with effect from each starting date of the agreement concerned. In case of an agreement for an indefinite period of time, the prices can be adjusted with effect from each new calendar year.
Payment
10.1 Invoices from Bureau Puntuit BV must be paid within fourteen days of the invoice date.
10.2. In the event that the customer makes an advance payment, Bureau Puntuit BV shall invoice the customer for the amount payable by the customer at the beginning of each contract year (by way of an advance payment note). Such an advance cannot be reclaimed, but can be set off against the services to be provided by Bureau Puntuit BV on the basis of the relevant hourly rate agreed with the customer and, until such time as the advance has been set off in full, or until a maximum of 24 months after payment of the advance has been made, entitles Bureau Puntuit BV to provide services.
10.3 If and as long as the Customer defaults on its payment obligations, Bureau Puntuit BV is not obliged to carry out the orders and Bureau Puntuit BV is entitled to suspend its obligations. The consequences are entirely at the expense and risk of the client. It is his responsibility to inform his clients or employees accordingly.
10.4 The Customer is not permitted to set off its payment obligations towards Bureau Puntuit BV against any claims it may have on Bureau Puntuit BV or to suspend the payment obligation.
10.5 In the event of non-payment, late payment or incomplete payment, the customer will owe Bureau Puntuit BV the statutory interest rate, without prior notice of default being required.
10.6 In the event of non-payment, late payment or incomplete payment of the amount due, and Bureau Puntuit BV incurs judicial and extrajudicial costs in order to collect the outstanding amount, including the costs of sending notices of default and reminders, the customer shall owe Bureau Puntuit BV a fee of at least €40.
10.7 Payment of an invoice firstly serves to reduce the extrajudicial costs, then to reduce the interest due and finally to reduce the principal sums due that have been outstanding the longest and the current interest, even if the client states at the time of payment that it relates to a later invoice.
10.8 Objections to invoices must be submitted in writing to Bureau Puntuit BV within fourteen days of the date of receipt.
Terms
11.1 Unless otherwise agreed in writing, a term specified by Bureau Puntuit BV in connection with the performance of an obligation is indicative only and shall never be regarded as a strict deadline, not even if it is a deadline.
11.2 Client accepts that the time schedule of the agreed service may change.
Force majeure
12.1 In these terms and conditions, force majeure means circumstances that prevent fulfilment of the obligation and which cannot be attributed to the fault of Bureau Puntuit BV, nor are they for the account of Bureau Puntuit BV by virtue of the law, legal acts or generally accepted standards.
12.2 If Bureau Puntuit BV fails to meet its obligations (force majeure), it shall not be liable. Insofar as performance is not yet permanently impossible, its obligations are suspended. If the period in which fulfilment is not possible due to force majeure lasts or will last longer than two months, both parties are entitled to cancel the agreement, without there being any obligation to pay.
compensation exists.
12.3 If upon the occurrence of force majeure Bureau Puntuit BV has partially fulfilled its obligations, or if Bureau Puntuit BV is then only able to partially fulfil its obligations, Bureau Puntuit BV is entitled to separately invoice the services already performed or still to be performed and the customer is obliged to pay the relevant invoice as if it concerned a separate agreement.
Liability
13.1 The liability of Bureau Puntuit BV for damage suffered by the customer, resulting from one or more attributable shortcomings in the performance of its obligation or from an unlawful act committed by it (regardless of whether this damage is related to one or more events), shall: (1) under no circumstances exceed the amount received from the customer for an individual order; (2) in the case of agreements, exceed the amount equal to one quarter (1/4) of the amount received from the customer for the
(3) not exceed the amount paid out under the (professional) liability insurance taken out by Bureau Puntuit BV, including the excess borne by Bureau Puntuit BV in connection with that insurance.
13.2 If the customer turns to a third party, whether or not on the advice of Bureau Puntuit BV, for further treatment/advice, the freedom of contract between the customer and that third party is complete and Bureau Puntuit BV is not a party to such an agreement, unless agreed otherwise in writing. Bureau Puntuit BV shall never be liable vis-à-vis the customer for any shortcomings of the third party, even if Bureau Puntuit BV has entered into an agreement with that third party.
third party has a cooperative relationship.
13.3 Bureau Puntuit BV is not liable for damage caused by the fact that the customer failed to provide the information referred to in Article 4 on time or provided incorrect or incomplete information.
13.4 The Client indemnifies Bureau Puntuit BV against all claims by third parties (including its employees) in respect of an agreement executed by BureauPuntuit BV, unless it is established that these claims are the result of intent or gross negligence on the part of The Confidential Advisor and the Client furthermore proves that he is not at all to blame in this respect.
13.5 All legal claims against Bureau Puntuit BV by virtue of breach of contract or wrongful act expire twelve months after the day on which the damage arose or could or should reasonably have been discovered, but no later than two years after the day on which Bureau Puntuit BV failed to comply with an obligation or made the mistake on which the claim is based.
Secrecy, Exclusivity and Confidentiality
14.1 Bureau Puntuit BV and the customer are mutually obliged to treat as confidential all information they have obtained in the context of concluding the agreement.
14.2 Bureau Puntuit BV is obliged to maintain confidentiality vis-à-vis third parties not involved in the performance of the assignment. This confidentiality relates to all confidential information made available to it by the Customer and the results obtained by processing such information. This confidentiality does not apply insofar as statutory or professional rules require Bureau Puntuit BV to provide information.
14.3 Bureau Puntuit BV is entitled to use the results obtained on the basis of the assignment carried out, provided that these results cannot be traced back to individual customers, for statistical purposes.
14.4 With regard to medical data, the provisions of Art.88 of the Individual Healthcare Professions Act and Art. 7:457 of the Civil Code apply.
Employees
15.1 Personnel for an assignment can be changed by Bureau Puntuit BV, Bureau Puntuit BV guarantees the quality agreed with the customer.
15.2 The Customer undertakes to make available an equipped, separate and lockable workplace for the employee of Bureau Puntuit BV working on the Customer's premises, unless otherwise agreed in the Agreement.
15.3 The customer is not permitted to employ persons engaged by and/or employees of Bureau Puntuit BV in the performance of an agreement and until two years after the termination thereof, or to have them employed by the customer under an employment contract or otherwise (e.g. by means of a commission contract or secondment), unless Bureau Puntuit BV has given the customer written notice to this effect beforehand.
granted permission.
15.4 The Customer shall forfeit to Bureau Puntuit BV a penalty of EUR 5,000 for each person and/or employee of Bureau Puntuit BV (formerly) engaged by Bureau Puntuit BV for incidents in which the Customer acts in contravention of the provisions of the previous paragraph.
15.5 Without prejudice to the provisions of Article 15.4, Bureau Puntuit BV retains the right to compensation for the damage it actually suffers in this respect.
Intellectual property rights
16.1 The intellectual property rights to Bureau Puntuit BV products, services and information provided by Bureau Puntuit BV, advice, agreements, models, reports and other documents are and remain with Bureau Puntuit BV and are never transferred to the Customer. Bureau Puntuit BV grants the customer permission to use these in the context of its normal business operations.
16.2 Disclosure can only take place after Bureau Puntuit BV has given its consent and with proper acknowledgement of the source of the information to be published.
16.3 Customer gives Bureau Puntuit BV permission to use the totalised data for publicity purposes. Such data will never be traceable to a specific customer or client.
Disputes
17.1 Complaints from customers (and clients) about services provided by Bureau Puntuit BV are handled in accordance with Bureau Puntuit BV's current complaints procedure, which can be reported by emailing klacht@bureaupuntuit.nl. We are accountable for the quality principles and starting points as included in:
The code of conduct of the National Association of Confidential Advisors;
The General Data Protection Regulation (01-05-2018).
17.2 If we are unable to successfully resolve a complaint about our role as a confidential advisor for inappropriate behaviour together, you may submit the complaint to the Supervisory Committee of the National Association of Confidential Advisors. If the Committee finds that the complaint is well-founded (justified), it may advise the LVV Board to take action. Send your complaint to: Secretariat LVV Complaints Committee, PO Box 2016, 7420 AA Deventer.
17.3 In the event of a difference of opinion between the parties regarding the interpretation or implementation of these General Terms and Conditions or pursuant to the agreement entered into by the Customer and Bureau Puntuit BV, they shall endeavour to reach a settlement through mutual consultation. If it proves impossible to reach a solution by mutual consultation, Bureau Puntuit BV and the customer shall agree to resolve the dispute by means of mediation.
17.3 If it has proved impossible to resolve a dispute as mentioned in article 17.1 by means of mediation, the dispute may be submitted to a competent court in the district of North Holland.
November 2022
Bureau Puntuit BV
Rijksstraatweg 165
2024 DE Haarlem
T. 023 - 2010 219
E. info@bureaupuntuit.nl
W. www.bureaupuntuit.nl
Chamber of Commerce 87786516
VAT NL864405819B01
Bank: NL 61 BUNQ 2077 9711 85
