Article 1: Definitions
In these General Terms and Conditions the following terms have the following meanings:
Agreement: an agreement concerning the activities 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 which these General Terms and Conditions apply;
Services: the services to be provided in the agreement, consisting of the performance of security work and all forms of services related to 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 every quotation and agreement between “PSG” and the client, insofar as the parties have not deviated from these terms and conditions in consultation.
Article 3: Offers
The offers drawn up by “PSG” are without obligation, unless agreed otherwise. They are valid for one month, unless stated otherwise in the offer. Acceptance of the offer must have taken 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 the address of “PSG”, unless otherwise agreed.
The client is obliged to purchase the agreed service at the time when it is offered or at the time when the service is provided on his behalf in accordance with the agreement. If the client refuses the service or is negligent in providing information or instructions necessary for the service, the performance 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 may be sent to the client in connection with the work to be carried out in the amount of a maximum of 70% of the offer price, which advance invoice must be paid within 7 days prior to the execution of the assignment;
In the absence of payment of the advance invoice within the aforementioned period, “PSG” is entitled to suspend the execution of the agreement until payment of the advance invoice has taken place;
Payment of the remainder of the invoice or the entire invoice of the work will be effected 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 regarded as a month;
Payments made by the client 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 stipulate 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 fulfill one or more of its obligations, all reasonable costs incurred in obtaining satisfaction out of court will be borne by the client with 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 unsuccessful asked.
Article 7: Price increase
“PSG” is entitled to interim price increases. “PSG” may charge the delivery price according to its current price list. “PSG” may charge the delivery price according to its current price list.
Article 8: Care, confidentiality and personnel
Every agreement is executed by “PSG” to the best of its knowledge and ability and in accordance with the requirements of good workmanship;
“PSG” will exercise due care with regard to the use of the information provided or communicated to it that can be reasonably expected of it. “PSG” is obliged towards third parties to maintain the confidentiality of information from and / or concerning the client, the confidential nature of which can be considered to be known. Outside of this secrecy:
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’;
‘PSG’ has the right, if deemed necessary or desirable by ‘PSG’, to have the work carried out in whole or in part by (a) third party (ies), as well as to have it carried out by (a) third party (ies). have activities assisted;
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 in the choice of the person or persons whom it will carry out the work;
The client is not permitted, unless after express prior written permission from ‘PSG’, with (a) on-call worker (s) and / or employee (s) of ‘PSG’ and / or third parties, who performs work (and ) to work for himself in any other way, 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 owes 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 damage caused by ‘PSG’. on-call worker (s) and / or employees made available;
“PSG” does not accept any liability for damage due to exceeding 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 goods 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, deposited and / or left behind, ‘PSG’ accepts in no way liable 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 fulfillment 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”;
Wildcats or political strikes in the company of “PSG”;
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 delay.
“PSG” is also entitled to invoke force majeure if the circumstance that prevents (further) fulfillment 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 fulfillment of the obligation by “PSG” is not possible due to force majeure lasts longer than 1 week, both parties are entitled to dissolve the agreement, without there being an obligation to compensate the damage in that case;
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 it was a separate agreement. This does not apply if the already performed or achievable part has no independent value.
Article 13: Premature termination
With due observance of 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 case of cancellation more than 21 working days before the start of the work: 25%;
– In case of cancellation within 21 working days to 14 working days before the start of the work: 50%;
– In case of cancellation within 21 working days to 14 working days before the start of the work: 50%;…
– In case of cancellation within 3 working days before the start of the work: 100%;
Article 14: Advertising
In the event of comments and / or comments on the part of the client with regard to the invoice sent to him by “PSG”, the client must submit a written complaint to “PSG” within 14 calendar days of receipt thereof. In the event that a complaint does not take place within the aforementioned term, the client is deemed to agree to 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, his payment obligation remains;
All legal claims of the customer against “PSG” arising from the agreement between parties expire one year after the last day that the service was provided.
Article 16: Suspension right
“PSG” has the right to suspend the fulfillment 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 been applied for;
– has obtained or has been granted a moratorium on payments;
– will make an extrajudicial debt rescheduling arrangement;
– The company transfers or liquidates in whole or in part or dies;
– Is confronted with seizures;
– Has commissioned activities that are in conflict 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 fulfillment 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 has used or developed 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 use those products, including advice, reports, computer programs, system designs, working methods, (model) contracts and other mental products from the contractor, all this in the broadest sense of the word, whether or not involving third parties, to reproduce, disclose or exploit;
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
Dutch law applies to every agreement between “PSG” and the client.
Article 22: Amendments to the General Terms and Conditions
PSG is authorized 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 time. If no time of commencement has been notified, changes to the client will take effect as soon as the change has been notified to him.