Article 1: Definitions
In these General Terms and Conditions the following terms have the following meanings:
Agreement: an agreement concerning the work to be performed by PSG Perception Security Group B.V., trading under the name PSG Recherche (hereinafter ‘PSG’), registered with the Chamber of Commerce under number 60968745;
Client: the natural or legal person who has entered into an agreement with PSG, to whom these General Terms and Conditions apply;
Services: the services described in the agreement that are to be provided, consisting of the performance of security work and all forms of services associated with or relating to the aforementioned activities in the broadest sense of the word.
Article 2: Applicability of General Terms and Conditions
These General Terms and Conditions apply to any quotation and agreement between PSG and the client, insofar as the parties have not expressly deviated from these terms and conditions in mutual consultation.
Article 3: Quotations
The quotations prepared by PSG are without obligation, unless otherwise agreed. They are valid for one month, unless stated otherwise in the quotation. Acceptance of the offer must take place within this period. The prices stated in the offer are exclusive of VAT, unless stated otherwise.
Article 4: Services
The services are provided from PSG’s address, unless otherwise agreed.
The client is obliged to purchase the agreed service at the time that it is offered or at the time that the service is provided on their behalf in accordance with the agreement. If the client refuses the service or neglects to provide the information or instructions necessary for the service, the service will be deemed to have been performed. In that case, the client will owe the price determined in the agreement.
Article 5: Payment
An advance invoice for the work to be performed may be sent to the client, for an amount of no more than 70% of the quoted price, and this advance invoice must be paid within 7 days prior to the execution of the assignment;
If the advance invoice is not paid within the aforementioned period, PSG is entitled to suspend the execution of the agreement until the advance invoice has been paid;
Payment of the remainder of the invoice or the entire invoice for the work must be made within 14 days after the invoice date, by transferring the amount due to a bank account stated on the invoice in the name of PSG, without any right to discount or debt settlement;
After the expiry of this period, the client is in default. From that moment on, the principal owes interest of 1% per month on the payable amount, whereby part of a month is deemed to be a month;
Payments made by the client will first serve to settle all interest and costs owed and then to settle the due and payable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice;
PSG is entitled to require security for its claims in the form of a bank guarantee or deposit, or to demand advance payment, before entering into the agreement.
Article 6: Collection costs
If the client is in default or fails to fulfil one or more of their obligations, all reasonable costs incurred in obtaining extra-judicial settlement will be borne by the client at a minimum of 15% of the principal sum. If PSG shows that it has incurred higher costs, which were reasonably necessary, these costs will also be eligible for reimbursement;
The client owes PSG the judicial costs incurred by PSG, unless they are unreasonably high. This only applies if PSG and the client conduct legal proceedings with regard to an agreement to which these General Terms and Conditions apply and a judicial decision is binding, whereby the client is wholly or largely in the wrong.
Article 7: Price increase
PSG is entitled to interim price increases. Upon delivery, PSG may charge the price according to its current price list at the time of delivery. Upon delivery, PSG may charge the price according to its current price list at the time of delivery.
Article 8: Diligence, confidentiality and personnel
Every agreement will be executed by PSG to the best of its knowledge and ability and in accordance with the requirements of good workmanship;
PSG will exercise the due care that can be reasonably expected of it with regard to the use of the information provided or disclosed to it. PSG is obliged to third parties to maintain the confidentiality of information from and/or concerning the client, the confidential nature of which may be deemed known. The following falls outside of this confidentiality requirement:
all legally required information;
All information that is public and is not limited in a separate agreement.
The duty of confidentiality applies to anyone who necessarily has knowledge of the assignment.
Article 9: Execution of the activities
The way in which the activities are carried out is in principle determined by PSG;
If PSG deems it necessary or desirable, PSG has the right to have the work carried out wholly or in part by (a) third party(ies), as well as to be assisted in carrying out the work by (a) third party (ies);
All costs incurred by PSG for this will be charged to the client;
Article 10: On-call workers/Non-competition clause
The on-call worker(s) to be deployed will be chosen on the basis of the qualities and expertise of the available on-call worker(s) known to PSG on the one hand and the information provided to us by the client regarding the work to be performed on the other. PSG is free to choose the person or persons whom it will have carry out the work;
The client is not permitted, except with the express prior written consent of PSG, to have (an) on-call worker(s) and/or employee(s) of PSG and/or third parties work for them in any other way, who are performing work during the period of the activities specified in the agreement and for a period of 1 year after termination thereof;
For any violation by the client of the provisions of the previous paragraph, the client will owe an immediately due and payable fine of € 1,000.00 per person, for each day that the violation continues, without any summons, notice of default or judicial intervention being required.
Article 11: Liability
Without prejudice to the other provisions in this article, PSG is never liable for damage suffered by the client and/or third parties, unless the damage is the direct result of intent and/or gross negligence of PSG and/or the on-call worker(s) and/or employees made available by PSG;
PSG does not accept any liability for damage due to exceeding the agreed terms as a result of changed circumstances and/or lack of cooperation, information and/or material from the client;
Damage caused by, to or as a result of items that we have purchased from third parties or with regard to services that we have outsourced to third parties will only be compensated by PSG if and insofar as the damage has been compensated by this third party and this compensation has been received by PSG, after deduction of the costs incurred by PSG;
If (an) on-call worker(s) and/or employee(s) takes receipt of items or if items are deposited in any way whatsoever, handed over and/or left behind, PSG accepts no liability in any way for damage to or in connection with those goods;
The foregoing does not apply if and insofar as the parties have agreed otherwise in writing;
PSG’s liability is limited to the amount of the invoice.
Article 12: Force majeure
Force majeure means circumstances that prevent the fulfilment of the obligation and that cannot be attributed to PSG. This will include (if and insofar as these circumstances make compliance impossible or unreasonably difficult): strikes in companies other than that of PSG;
Wildcat strikes or political strikes in PSG’s company;
A general lack of necessary employees and other persons or services required to achieve the agreed performance;
Unforeseeable stagnation at suppliers or other third parties on which PSG depends and general transport problems, such as traffic jams, detours and work on public roads within and outside the Netherlands; Similarly, aviation delays.
PSG is also entitled to invoke force majeure if the circumstance that prevents (further) fulfilment occurs after PSG should have fulfilled its obligation. During force majeure, the delivery and other obligations of PSG are suspended. If the period in which PSG is unable to fulfil its obligation due to force majeure lasts longer than 1 week, both parties are entitled to dissolve the agreement, without there being an obligation to pay compensation for damages;
If PSG has already partially fulfilled its obligation upon commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the already performed or the achievable part separately and the client is obliged to pay this invoice as if it were a separate agreement. This does not apply if the already performed or achievable part has no independent value.
Article 13: Premature termination
Subject to the following paragraphs of this article, the parties are entitled to unilaterally terminate an agreement by registered letter to the other party. If PSG terminates the agreement after performance of the work, the client owes PSG all costs already incurred by PSG, including work and services performed;
In the event of premature termination of the agreement on the part of the client, the client may be charged the following percentages of the total amount of the invoice for work:
– In the event of cancellation more than 21 working days before the start of the work: 25%;
– In the event of cancellation 21 working days to 14 working days before the start of the work: 50%;
– In the event of cancellation 14 working days to 3 working days before the start of the work: 75%;
– In the event of cancellation 3 working days before the start of the work: 100%;
Article 14: Claims
If the client has comments and/or observations with regard to the invoice sent to them by PSG, the client must submit a written complaint to PSG within 14 calendar days of receipt thereof. If there is no complaint within the aforementioned term, the client is deemed to agree with the performance of the work performed by PSG and the invoice sent.
Article 15: Complaints
If the service is not provided in accordance with the agreement, the client must submit a written complaint within eight days of the date of termination of the service;
Even if the client lodges a complaint in time, their payment obligation remains in force;
All legal claims by the client against PSG arising from the agreement between parties will become barred one year after the last day that the service was provided.
Article 16: Right of suspension
PSG has the right to suspend the fulfilment of all its obligations, including the provision of services to the client until all due and payable claims against the client have been paid;
The claim on the client is immediately due and payable at all times, but in any case if the client:
– is in bankruptcy or has filed for bankruptcy;
– has obtained or sought a suspension of payments;
– will make an extra-judicial debt rescheduling arrangement;
– transfers or liquidates the company wholly or in part, or if the client passes away;
– is subject to seizures;
– has commissioned work that contravenes with any statutory or other governmental provisions.
Article 17: Transfer
The client is not entitled to transfer all or part of the rights and obligations arising from the agreement to third parties, unless written permission has been obtained from PSG;
The agreement and these terms and conditions will remain in force if the client’s company changes all or part of its name, legal form or owner. In the aforementioned case, the client must immediately notify PSG in writing.
Article 18: More parties
If an agreement is concluded between PSG and two or more other parties, each party is jointly and severally liable for the full fulfilment of the agreement.
Article 19: Dispute resolution
Contrary to the legal rules for the jurisdiction of the civil court, any dispute between the customer and PSG, if the Court has jurisdiction, will be settled by the Court in Amsterdam. However, PSG remains entitled to summon the customer to appear before the court having jurisdiction according to the law or the applicable international treaty.
Article 20: Intellectual property
The contractor reserves all rights with regard to products of the mind that it uses or develops in the context of the execution of the assignment, insofar as these do not already belong to third parties;
The client is expressly forbidden to reproduce, disclose or use those products, including advice, reports, computer programs, system designs, working methods, model and final contracts and other products of the mind from the contractor, in the broadest sense of the word, whether or not involving third parties;
The client is not permitted to make those products available to third parties, other than for the purpose of obtaining an expert opinion regarding the work of the contractor.
Article 21: Applicable law
Any agreement between PSG and the client is governed by Dutch law.
Article 22: Amendments to the General Terms and Conditions
PSG is authorised to make changes to these General Terms and Conditions. These changes take effect when they are filed with the Chamber of Commerce in Haarlem. PSG will send the changed conditions to the client in a timely manner. If no time of commencement has been specified, changes with respect to the client will take effect as soon as they have been notified of the changes.