Article 1 – Definitions
In these general terms and conditions, the following definitions apply:
Aimit General terms and conditions: These general terms and conditions.
The Customer: Any other party of Aimit who, whether or not through the Internet, wants to purchase services from Aimit and to whom Aimit wants to provide these services at a fee;
The Contract: Any written contract, on paper or via e-mail, between Aimit and the Customer with respect to the provision of services, whether or not through the Internet, by Aimit to the Customer, which expressly includes oral agreements confirmed by Aimit by means of a written confirmation of the assignment.
Article 2 – Offer and quotation
Unless expressly stated otherwise, all of Aimit’s offers and communications with respect to the provision of services are subject to contract and always form a whole as regards price and other terms and conditions.
Aimit is at liberty to refuse requests for the provision of services, without stating reasons for this.
Article 3 – Contract
A Contract is only concluded if and insofar as it has been signed by Aimit and the Customer, or if and insofar as the Customer has given Aimit permission to start providing the services as laid down in a written confirmation of the assignment. If order forms are used, whether or not through the Internet or otherwise in electronic form, a Contract will be concluded when Aimit has received and accepted the order form that the Customer has signed or confirmed electronically.
These General Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) apply to and form part of all oral and written offers and communications from Aimit to the Customer concerning the provision of services and of the Contract, notwithstanding any provision to the contrary contained in the Customer’s general terms and conditions or change(s) made by the Customer to the Contract or in order forms.
The matters covered by this Contract are not subject to any other terms and conditions, which expressly includes any of the Customer’s general terms and conditions of delivery and/or purchase.
Additions or changes to the Contract may only be made in writing.
Article 4 – Subject and duration of the Contract
Aimit undertakes to provide services to the Customer, whether or not through the Internet. Services are provided on the basis of a best efforts obligation and subsequent calculation of hours spent at an hourly rate agreed upon, or on the basis of a result obligation at a fixed price agreed upon.
The Contract will, if services are provided on the basis of subsequent calculation, be concluded for an initial period to be agreed upon by the parties, after which the contract can be renewed each time by a period also to be agreed upon by the parties. For this purpose, the Customer will have an opinion, which will expire one month before the end of the agreed period. If the Contract is not renewed, the Contract will automatically terminate after the end of the service period agreed upon.
If services are provided on the basis of a fixed price, the Contract will automatically terminate after the services agreed upon have been provided.
Article 5 – Performance of the Contract
The work that is related to the subject of the Contract will, in case of a best efforts obligation, be performed at the Customer’s office, or, in consultation and insofar as possible, at Aimit’s office.
If the work that is related to the subject of the Contract is performed as a result obligation, this work will be performed at Aimit’s office, with the exception of work that needs to be performed at the Customer’s office.
If work is performed at the Customer’s office, the Customer will provide all means deemed reasonably necessary for the execution of the assignment. This concerns a workstation and an internet connection in particular.
If the work is performed at the Customer’s office, this will expressly not concern a temporary employment contract, and the performance of the work will be governed by the relevant agreements made in the Contract.
If work is performed at the Customer’s office, the actual travel
and/or accommodation costs will be passed on should this work be
performed in regions outside the Randstad conurbation or in
regions that are difficult to access for Aimit’s staff.
If the work related to the subject of the Contract is performed as a best efforts obligation, this work will be performed on 8-hour working days between 7.00 am to 7.00 pm and in working 40-hour weeks, unless otherwise agreed. Any overtime at the request of the Customer will be charged at 200% of the agreed rate.
Aimit undertakes with respect to the work to ensure the best possible availability of qualified staff. In order to guarantee this availability, Aimit will be at liberty to replace staff members by others, both its own staff and hired staff, provided they have the same skills.
Aimit will be obliged to notify the Customer of any absence of deployed staff members for work that is performed within the context of a best efforts obligation, other than in case of illness or other absence, at least 5 working days in advance if the absence lasts shorter than one week, and at least one month in advance if the absence lasts longer than one week.
In case of a best efforts obligation, the Customer is at liberty to terminate the Contract with immediate effect after Aimit cannot or can no longer meet the agreed supply of qualified own or hired staff for more than 10 working days. In certain cases, the hours spent so far will be charged to the Customer, and Aimit will have no claim on the remaining term of the Contract.
The work related to the subject of the Contract will be performed on the basis of the knowledge, experience as well as guidelines and instructions of Aimit and there is expressly no relationship of authority between the staff member(s) deployed by Aimit and the Customer.
Article 6 – Prices and rates
The Customer will be charged the then applicable turnover tax on the prices and rates set by Aimit.
During the term of the Contract, Aimit is entitled to adjust rates with a percentage and at a frequency equal to the change to the price index figure published by Statistics Netherlands.
Aimit will also be at liberty to adjust the rates for each
renewal of the Contract that is executed on the basis of subsequent
calculation and that, including earlier renewals, has a term of more
than 6 months.
Article 7 – Equipment, software and licenses of the Customer All costs incurred by the Customer for the purchase, installation, maintenance and operation of equipment and software as well as software licenses, arising from services provided by Aimit, will be borne by the Customer.
Article 8 – Invoicing and payment
Each month or twice a month, Aimit will charge all hours spent on services or projects agreed upon by Aimit and the Customer at the hourly rates agreed upon in advance, plus travel and accommodation costs if agreed upon or incurred on the Customer’s instructions. The preceding sentence does not apply to services for which a fixed price has been agreed upon.
Unless otherwise agreed, payments for fixed-price services provided by Aimit to the Customer will be owed immediately after these services have been provided.
The Customer will pay the invoices sent by Aimit within 14 days without a discount, compensation or attachment on its own behalf. If this period is exceeded, the Customer will owe statutory interest on the outstanding amount, without Aimit being obliged to give any notice of default. If, despite a written demand, the Customer fails to make payment of the invoiced amount and/or the interest owed and/or any other amount owed under this Contract, Aimit will be entitled to suspend or terminate all deliveries agreed upon, without prejudice to the Customer’s obligation to pay the services provided and/or products delivered. All costs related to a judicial or extrajudicial collection will be borne by the Customer, with a minimum of EUR 250 per event.
Any complaints about work performed by or on behalf of Aimit or about the invoicing must be sent in writing, clearly specifying the complaint, to the management board of Aimit within 7 working days after the date on which the work was performed or the date of the invoice.
Without the express authorization of the management board of Aimit, Aimit’s staff members are not authorized to bind Aimit, collect invoices or grant discharge, by whatever name.
Article 9 – Liability of Aimit
Aimit expressly excludes any liability for all damage or loss, caused by whatever reason, including but not limited to all direct or indirect damage or loss, such as consequential loss or loss of profits, including the costs incurred to repair the damage or loss.
If and insofar as Aimit has any liability, Aimit will only be liable for direct damage or loss, only if and insofar as this damage or loss was caused by willful misconduct and gross negligence on the part of Aimit, or on the part of its subordinates or third parties engaged by Aimit in the performance of the Contract.
Aimit’s total liability per event or series of events will never exceed the fee for the last preceding calendar month which the Customer paid to Aimit or owes or would owe Aimit for the services provided. In case of fixed-price services, Aimit’s total liability per event or series of events will never exceed the last installment or the installment in connection with acceptance of the service provided.
Aimit is not liable for any damage or loss if, due to a situation of force majeure, it is unable to meet its obligations arising from this Contract.
The Customer indemnifies Aimit against claims.
Article 10 – Intellectual property
All copyrights and other intellectual property rights with
respect to the services provided (models, concepts, designs and
software in particular) are vested in Aimit.
All knowledge, techniques, concepts and ideas arising during the performance of work related to the execution of the Contract will be freely available to Aimit.
The services provided by Aimit, as well as the right of multiplication of these services remain the property of Aimit.
Article 11 – Early termination
Aimit is entitled to terminate the Contract with immediate effect, without judicial intervention and without being obliged to pay any compensation, if the Customer fails to meet any obligation under the Contract (or fails to do so in time or properly) and if the Customer is in liquidation or has been granted suspension of payment and if the Customer makes an arrangement with its creditors. All payment obligations of the Customer under this Contract with respect to the period before termination of the Contract will continue to apply in full and all amounts owed will be immediately due and payable. Any amounts already paid will not be refunded.
In case of an early termination of the Contract by the Customer, the Customer will owe Aimit compensation equal to the bills that would have been payable by the Customer in the remaining period, calculated on the basis of the bills preceding the actual termination of the work, or the total fee agreed or estimated for the assignment, without prejudice to Aimit’s right to demand performance and/or full compensation, at the sole discretion of Aimit.
Without prejudice to the claims which the parties may enforce
against each other pursuant to the contract concluded and/or these
terms and conditions, Aimit will, upon termination of the
contract by giving notice of termination or by dissolution, provide
the Customer with such data as may reasonably be required by the
Customer in order to ensure continuity of the work that is the
subject of the Contract and in order to have it performed by another
Article 12 – Confidentiality Aimit will impose a duty of confidentiality on its staff members with respect to all of the Customer’s business information which has been provided by the Customer for the purpose of a proper performance of the work or which has otherwise come to the knowledge of Aimit’s staff. In doing so, Aimit Academy will conform to the applicable privacy legislation.
Article 13 – Taking over staff
Up to one year after the end of a Contract, the Customer and Aimit are prohibited to conclude employment contracts with persons who are or were employed, during the term of the Contract, by the other party or a company affiliated with this other party, or to have employment contracts concluded or otherwise have work performed, whether or not via a third party, by persons who already performed work on the instructions of or on behalf of the other party within the context of the performance of the contract between the Customer and Aimit.
The preceding paragraph will not apply in case of the express
written permission of the other party or a court ruling.
If this prohibition is breached, the other party will forfeit an
immediately payable penalty of EUR 25,000.
Article 14 – Partial nullity
Should any passage of these Terms and Conditions or any part of the Contract be void or nullified at any time, the Terms and Conditions of the Contract will continue to apply in all other respects. In that case, the parties will come to an arrangement for the void or nullified passage which approaches the parties’ intentions regarding the Contract and the Terms and Conditions as closely as possible.
Article 15 – Change to the general terms and conditions
Unless otherwise agreed in writing, Aimit may change the
general terms and conditions. Any changes to the general terms
and conditions will be communicated at least ten calendar days
before they take effect.
Changes to the general terms and conditions will be
communicated by means of a personal notification or by means of
a general notification on the Website.
Article 16 – Dispute settlement rules Any and all disputes arising from this Contract will be settled by a Dutch court and under Dutch law, even if a foreign court is competent under a treaty provision, and will, in the first instance, be brought before the competent court in Rotterdam, The Netherlands.
Aimit . Emmastraat 81, 3181GC Rozenburg, Netherlands