The fine print
Please note: this is a courtesy translation. The Dutch version of these terms is legally binding. In the event of any discrepancy, the Dutch text prevails. Read the Dutch version.
These terms apply to all offers and agreements between Team HenQ and its clients.
In these General Terms and Conditions, the following definitions apply:
These terms apply to all offers to a client and agreements between the client and Team HenQ.
Changes to the assignment or deviations from these terms are only binding if Team HenQ has confirmed them in writing.
The applicability of any purchasing or other conditions of the client is expressly rejected.
If any provision of these terms is or becomes non-binding, the remaining provisions remain in full force.
If Team HenQ does not always require strict compliance with these terms, this does not mean that the provisions no longer apply or that Team HenQ would in any way lose the right to require strict compliance.
Anyone engaged by Team HenQ in preparing or carrying out an assignment may invoke these terms.
Team HenQ has the right to unilaterally amend its terms. In that case, Team HenQ will notify the client.
A quotation from Team HenQ is always without obligation, unless expressly stated otherwise.
A quotation is valid for a maximum of 14 days, unless the offer expressly states otherwise. Team HenQ is not bound if an offer is accepted by the client after that period.
Quotations are based on the information provided to Team HenQ by the client up to the date of the quotation. The client warrants that all information essential or relevant to the design and execution of the assignment has been provided to Team HenQ. Team HenQ is not responsible or liable for the accuracy and completeness of information provided by the client and its use.
The rates stated in a quotation are in euros and exclusive of VAT and other government levies, and exclusive of any costs to be incurred under the agreement, including travel, accommodation, shipping and administrative costs, unless Team HenQ states otherwise.
The assignment is formed once the client has accepted Team HenQ’s quotation in writing, or once Team HenQ has confirmed an oral acceptance by the client. If the quotation is not confirmed in any way by the client and Team HenQ proceeds to carry out the assignment with the client’s consent, the content of the quotation will apply as agreed between the parties.
Oral commitments only bind Team HenQ once it has expressly confirmed them in writing.
Team HenQ cannot be held to a quotation if the client should reasonably understand that the offer, or part of it, contains an obvious mistake or clerical error.
Team HenQ is also not bound if the acceptance of the quotation deviates from the offer, whether on minor points or not. The agreement is then not formed, unless Team HenQ states in writing that it agrees to the deviating acceptance.
A composite quotation or offer of several products or services does not oblige Team HenQ to perform part of the agreed performance for part of the price.
Team HenQ has the right to engage third parties in carrying out the assignment. The applicability of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
Team HenQ will make every effort to carry out the assignment professionally and to the best of its knowledge and ability. The scope of this obligation also depends on the client’s input and the relevant information the client supplies.
The client accepts that no guarantees are given regarding the intended goal or the result the client envisages.
If, during acceptance and execution, facts or circumstances arise that may negatively affect the progress or result of the assignment, the party concerned will immediately inform the other party.
The client ensures that Team HenQ receives, in good time, all relevant and necessary information, documents and data needed to carry out the assignment, and that the client’s staff or auxiliary persons involved are sufficiently available.
Team HenQ has the right to suspend execution and to charge the client for any additional costs at its usual rates if the information needed from the client is not available on time or as agreed, or if the client otherwise fails to meet its obligations.
If work is carried out at the client’s location or a location designated by the client, the client provides the reasonably required facilities free of charge.
Team HenQ may involve third parties where it considers this necessary for proper execution. Any shortcoming of these third parties can only be attributed to Team HenQ if Team HenQ was not careful in selecting them.
Although Team HenQ will always consider a client’s request to change or supplement the assignment, it is in no way obliged to agree. Any change, addition or consent is only valid if confirmed in writing by Team HenQ.
If Team HenQ agrees to a change or addition, this may affect the agreed price and/or timing. The client will be informed in advance and the arrangements will be recorded in writing.
If circumstances arise that were not foreseen at the start of the assignment, Team HenQ will seek a solution in good harmony with the client, including, for example, adjusting the original assignment.
The client acknowledges and accepts that adjustments to the assignment (such as changes in scope, method or approach) or circumstances on Team HenQ’s side may affect the agreed planning.
Not immediately carrying out a changed assignment, or not meeting the planning due to circumstances, does not constitute a breach by Team HenQ and is no reason for the client to cancel, terminate or dissolve the agreement.
Team HenQ will make every effort to carry out the assignment within the agreed planning. This planning and its (interim) deadlines can never be regarded as strict deadlines.
Unless there is intent or gross negligence on the part of Team HenQ, exceeding the planning and its (interim) deadlines does not entitle the client to wholly or partly dissolve or terminate the assignment, nor to compensation for any damage suffered as a result.
The client acknowledges that the duration and planning may be influenced by all kinds of unforeseen factors, including but not limited to the quality of the information provided by the client and the availability and commitment of the staff involved.
Both Team HenQ and the client may terminate the assignment in the interim, in writing, with a notice period of one (1) calendar month, if one of the parties demonstrates that, due to compelling reasons, execution of the originally agreed assignment and any additional assignments is significantly hindered or impossible and completion can reasonably no longer be required.
Should Team HenQ proceed to suspend or dissolve, it is in no way obliged to compensate any resulting damage and costs.
If the client fails to meet its obligations during execution and this non-compliance justifies dissolution, Team HenQ may dissolve the agreement immediately, without any obligation to pay compensation. The client is then, on account of breach, obliged to pay compensation consisting of the entire or remaining assignment sum.
If an assignment is given to Team HenQ but is cancelled wholly or partly by the client before it starts, Team HenQ is entitled to the following compensation:
Team HenQ may cancel an assignment up to 2 weeks before the agreed execution date, refunding any amounts already paid by the client. Apart from such a refund, Team HenQ will never be liable for damages towards the client. Cancellation by Team HenQ less than 2 weeks before the agreed date is permitted, under the same conditions, if the consultant or employee engaged is unavailable due to health reasons or serious illness or death of a close relative or relation.
Both Team HenQ and the client may dissolve the assignment with immediate effect and without judicial intervention, in whole or in part, if regarding the other party (a) a bankruptcy petition has been filed, (b) a suspension of payments has been requested, (c) liquidation or closure of the business takes place, or (d) a substantial part of the other party’s assets is seized. In the event of dissolution, Team HenQ is never obliged to refund amounts already received or to pay compensation.
Team HenQ may suspend or dissolve the agreement if the client does not, not fully or not timely meet its obligations, or if facts and/or circumstances come to Team HenQ’s attention giving good reason to fear that the client will not meet these obligations.
Team HenQ may end its work and/or dissolve the agreement if circumstances arise of such a nature that performance is impossible, or that unchanged continuation of the agreement cannot reasonably be required.
If Team HenQ proceeds to suspend, end or dissolve, it is in no way obliged to compensate damage and costs to the client.
If the agreement is dissolved, whether by Team HenQ or the client, the existing and any future claims of Team HenQ against the client are immediately and fully due and payable.
Cancellation or interim termination by the client is possible, but the client remains liable for the entire agreed price, unless the parties make other arrangements. Such arrangements must be agreed in writing.
Team HenQ is not obliged to fulfil any obligation towards the client if it is prevented from doing so by a circumstance not attributable to its fault and not for its account under the law, a legal act or generally accepted practice.
Force majeure means: all external causes, foreseen or unforeseen, over which Team HenQ has no control, as a result of which it is unable to meet its obligations.
Team HenQ may suspend its obligations for the duration of the force majeure. If this period lasts longer than 2 months, either party may dissolve the agreement without any obligation to compensate the other party.
Insofar as Team HenQ has partly fulfilled, or can partly fulfil, its obligations at the onset of force majeure, and the part fulfilled has independent value, Team HenQ is entitled to invoice that part separately.
All rates are in euros and exclusive of turnover tax (VAT) and other government levies.
Office, travel and accommodation costs are not included in the rates and estimates unless stated otherwise. These costs, and the costs of any foreign travel and large print runs of products (more than agreed between the parties), are charged separately to the client.
For calculating travel costs, the registered office of Team HenQ is used as the base location, unless otherwise agreed with the client.
Team HenQ may increase the agreed price if the increase results from a power or obligation under laws or regulations, or stems from a rise in the price of raw materials, wages and the like, or from other grounds not reasonably foreseeable when entering into the agreement. The client may not terminate or dissolve the agreement for this reason. For an increase of more than 10%, the parties will consult.
The client will always pay all invoices from Team HenQ within 14 days of the invoice date, into the account specified by Team HenQ. Team HenQ is entitled to invoice both in advance and periodically.
The client agrees to electronic invoicing by Team HenQ.
If the client does not pay on time or in full, the client is in default without any reminder or notice of default being required. The client then owes statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code on the outstanding amount, calculated from the moment of default until full payment.
If the client remains in default after a reminder, all actual costs incurred by Team HenQ to obtain payment, both judicial and extrajudicial, are for the client’s account, unless Team HenQ chooses to fix these costs at 15% of the amount claimed.
The client also owes interest on the extrajudicial costs due. This interest is the statutory interest pursuant to Section 6:119 of the Dutch Civil Code.
A payment first reduces the costs and interest due, and only then the principal.
The client is never entitled to set-off against amounts owed to Team HenQ.
Objections to the amount of an invoice do not suspend the payment obligation. Objections to an invoice must be reported within 10 days of the invoice date.
Before fulfilling its own obligations, Team HenQ has the right to require full payment and/or adequate security for performance by the client.
If Team HenQ is liable, this liability is limited to what is set out in this article. These provisions also apply where Team HenQ is liable for errors of third parties it has engaged or for the improper functioning of equipment, software, data files, registers or other items used in carrying out the agreement, none excepted.
Team HenQ is not liable for damage of any kind arising because Team HenQ relied on incorrect and/or incomplete information provided by or on behalf of the client.
Team HenQ is never liable for results not achieved. Team HenQ is only liable for shortcomings in execution resulting from gross carelessness and lack of expertise in giving advice and/or carrying out the assignment.
Team HenQ is not liable for damage caused by acts or omissions of the client and/or persons appointed by the client or for whom the client is otherwise responsible.
Team HenQ is not liable for damage resulting from delay in execution, cancellation or dissolution by Team HenQ.
Team HenQ is only liable for direct, material damage. This means: the reasonable costs of establishing the cause and extent of the damage, insofar as this relates to damage within the meaning of these terms; and the reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs led to a limitation of direct material damage.
Team HenQ is never liable for indirect damage, including in any case consequential damage, lost profit, immaterial damage, missed savings and/or damage due to business interruption. This list of indirect damage is not exhaustive.
Liability of Team HenQ due to an attributable shortcoming only arises if the client gives Team HenQ proper written notice of default without delay, setting a reasonable period to remedy the shortcoming, and Team HenQ continues to fall short attributably after that period. The notice of default must contain as detailed a description of the shortcoming as possible.
Team HenQ’s liability is always limited to a maximum of the assignment sum or, if no exact price was set, to the amount of the probable price. For assignments with a duration of more than one year, the price is set at the total fees for one year.
In no event will the compensation exceed the amount paid out by Team HenQ’s insurer, increased by Team HenQ’s deductible under that insurance, with a maximum of € 15,000.
A condition for any right to compensation is always that the client reports the damage in writing to Team HenQ as soon as possible, but no later than 7 days after it arises or is discovered.
Any liability of Team HenQ towards the client and/or persons appointed by the client lapses 6 months after the day on which the assignment ended through completion, dissolution or termination, on any ground whatsoever. This period is also a limitation period.
The limitations of liability in this article do not apply if the damage is due to intent or gross negligence of Team HenQ.
If the client fails to properly fulfil its obligations towards Team HenQ, the client is liable for all damage on Team HenQ’s side directly or indirectly arising as a result.
The client indemnifies Team HenQ and its employees and auxiliary persons against third-party claims regarding any damage caused by the use made of what Team HenQ delivered.
The client indemnifies Team HenQ against all claims and damage of Team HenQ and/or its auxiliary persons suffered in connection with the execution of the assignment and resulting from the client’s acts or omissions or from unsafe situations in the client’s business or organisation.
If Team HenQ is held liable by a third party in connection with damage, the client is obliged to support Team HenQ at its own expense, both in and out of court, and to do without delay everything reasonably expected. Should the client fail to take adequate measures, Team HenQ is entitled to do so itself, without prior notice of default. The resulting costs and damage are for the client’s account and risk.
Team HenQ cannot be held to compensate any damage that is a direct or indirect result of: an event in fact beyond Team HenQ’s control and therefore not attributable to its acts or omissions; or any act or omission of the client, its subordinates, or other persons employed by or on behalf of the client.
Team HenQ is never liable for damage arising because the client used what was delivered for a purpose other than that for which it was acquired.
Team HenQ is not liable for damage suffered by the client or a third party as a result of the application or use of the products and/or the results of the work. The client indemnifies Team HenQ against all damage referred to in this article.
Material damage and all other damage to computers, networks, exchanges and hardware and software resulting from an internet connection or internet use can never be charged to Team HenQ.
Unless expressly agreed otherwise in writing, Team HenQ is and remains the full and exclusive holder of the (intellectual) property rights (including but not limited to: copyrights, moral rights, design rights and database rights) associated with the products and/or services.
Team HenQ grants the client the right to use the products solely within and for the benefit of its own organisation, but only after the client has fulfilled all (payment) obligations under the agreement.
Without Team HenQ’s prior written consent, the client may not: (a) make the products available for inspection, disclose or reproduce them (in any way) outside the circle of persons directly involved in the assignment; or (b) use the products (in whole or in part) to bring legal claims, conduct legal proceedings, or use them for advertising or recruitment purposes.
Team HenQ and the client ensure that all data received from the other party (in any form) which they know or should know is confidential remains secret, unless a legal obligation requires disclosure. The party receiving confidential data will use it only for the purpose for which it was provided. Data is in any case considered confidential if a party has indicated this.
If an assignment does not come about, or after the assignment ends for any reason, this duty of confidentiality remains in force.
If Team HenQ is obliged under a statutory provision or court ruling to provide confidential information to third parties designated by law or the competent court, Team HenQ is not liable for damages as a result, and the client is not entitled to terminate or dissolve the assignment on that ground.
If the client acts contrary to paragraphs 1 and 2 of this article, the client forfeits to Team HenQ, regardless of whether the breach is attributable to the client and without prior notice of default or legal proceedings, an immediately payable penalty of € 5,000 for each breach plus € 500 for each day the breach continues, without any damage being required and without prejudice to Team HenQ’s other rights, including its right to claim compensation instead of the penalty.
Team HenQ respects the privacy of its clients and ensures that (personal) information the client provides is processed confidentially, carefully and in accordance with applicable regulations. See also our Privacy Policy.
The client’s rights under the agreement with Team HenQ cannot be transferred without Team HenQ’s prior written consent. This provision has effect under property law.
All files formed in connection with assignments will be kept by Team HenQ for seven years, after which they are in principle destroyed.
The client or any of its affiliated companies may not, without written consent, employ or make an offer of employment to staff, subcontractors or relations of Team HenQ during the assignment and/or within one year after it ends. In the event of a breach, the client forfeits to Team HenQ an immediately payable penalty of € 25,000, increased by € 2,500 for each day the breach continues. The foregoing is without prejudice to Team HenQ’s right to recover its actual damage from the client and/or to demand performance.
All legal relationships to which Team HenQ is a party are governed exclusively by Dutch law. This also applies where the agreement is wholly or partly performed abroad or where the client or a party involved is domiciled there. In the latter case, the client and/or that party is obliged to choose domicile in the Netherlands. Failing such a choice of domicile, the counterparty is deemed to have chosen domicile at Team HenQ.
Should disputes arise from the quotation or assignment, or from agreements resulting from them, the parties will first try to resolve them through good consultation, whether or not with the help of an independent third party.
Disputes will be submitted exclusively to the competent court of the Rotterdam District Court. The court may only be approached if a dispute has not been resolved within 3 weeks of arising. In urgent matters, this period need not be observed.
Team HenQ B.V. · CoC 98641689 · VAT NL868581100B01 · IBAN NL26REVO4556921120