General terms and conditions governing propositions and contracts of PNO Consultants
Note: These General terms and conditions are based on the Dutch GTC. If you prefer the terms and conditions of an other PNO country, please contact the specific country.
“Grant” is the entitlement to financial resources provided by an administrative body for the purpose of specific activities of the applicant, other than by way of payment for goods or services provided to the administrative body. The term “grant” also includes all sums provided on the basis of tax or other facilities, such as the R&D rebate, the energy investment tax credit and the innovation box. The term “grant” also includes a loan, as soon as and insofar as the repayment obligation to the grantor ceases.
“Notice of Award” is a communication to the client, to one or all of the participants in an alliance or to third parties, in which it is communicated, in response to the application for a grant, that the application in question has been fully or partially approved. The notice of award contains information from which the maximum pecuniary benefit can be deduced or calculated to which the client, or in the case of alliances, the joint participants in the alliance and/or the alliance itself, is/are directly or indirectly entitled, whether or not stating the obligations and/or conditions to be fulfilled by the client.
“Application” is an oral or written request for a grant, submitted or co-submitted by the client, by an alliance of which the client forms part, or by third parties, if it involves training projects in which the client acts as beneficiary and/or operator. Objecting to or appealing against a full or partial rejection is viewed as a new application.
“Alliance” is a combination of two or more organisations and/or individuals which/who work together in the context of an application and/or activities in a financial and/or operational sense or otherwise, also including an alliance in the form of joint ventures.
2. Proposition and period of validity
The general terms and conditions of PNO Consultants, hereinafter to be referred to as PNO, apply to all propositions of and agreements with PNO Group B.V. and its subsidiaries, whereby the company provides advice, services and/or goods, unless expressly agreed otherwise in writing between the principal and the company. Unless the proposition or accompanying letter of PNO states a different period, propositions are valid for a maximum of four weeks. Agreements with PNO have a term of three years, unless specified otherwise.
3. Performance of the engagement
3.1 All engagements are considered to have been granted exclusively to PNO. This also applies if the parties intend an engagement to be performed by a specific individual. The scope of Book 7, Section 404, of the Netherlands Civil Code and Book 7, Section 407, subsection 2, of the Netherlands Civil Code is excluded.
3.2 In the interests of the engagement, the composition of the consultancy team can change in the interim period.
3.3 Each proposition is based on information provided by the principal. The principal is responsible for the accuracy and completeness of all information that is significant for the design and performance of the engagement, even if the information originates from third parties Documents and information required by PNO for the proper performance of the engagement in accordance with the schedule shall be made available to PNO in a timely fashion by the principal. If and insofar as PNO relies on employees of the principal for the performance of the engagement, the principal is required to deploy the employees concerned on time and to ensure adequate availability. The principal shall not instruct any third parties it wishes to be involved in the engagement other than in consultation with PNO. The client shall provide information to the grantor only after it has consulted PNO.
3.4 If a grant application is wholly or partially rejected, the client shall decide, following consultation with PNO, whether to lodge an objection to or appeal against the rejection.
4. Costs and payment of the engagement
4.1 The rates of PNO and the cost estimates based on these rates include travel expenses in the Netherlands. The cost of foreign travel, accommodation in and outside the Netherlands, any necessary translation costs and reproduction costs for more than 15 copies shall be charged separately.
4.2 If the principal and PNO have agreed a fixed price for the engagement, the client shall pay all the costs incurred in addition to the agreed fixed price if PNO has performed work and one or more of the circumstances outlined below occur. Labour costs are calculated on the basis of applicable rates, subject to a minimum hourly rate of EUR 250, excluding VAT.
The above applies if: (i) the prepared request is not submitted by the client at all, is not submitted on time or not submitted correctly, or owing to the actions or omissions of third parties acting on the client’s instructions; or (ii) an application that has already been submitted and on which a decision has not been made, is withdrawn; or (iii) the project or one of the projects is not continued in the manner described in the application being prepared or in the application that has already been submitted but on which a decision has not been made.
4.3 All prices exclude VAT and other levies imposed by the authorities. Any interim change in wages and costs shall be passed on.
4.4 The rates shall be increased annually on 1 January, for the first time on 1 January of the year following the year in which the agreement enters into effect. This increase shall be based on the CPI, all households 2014, applied by Statistics Netherlands (CBS). This adjustment shall not be made if it would lead to lower amounts than the most recent applicable amounts.
4.5 All amounts stated and referred to are calculated in euros, with other currencies being translated at the middle rate applicable on the day that the payment was due to PNO.
4.6 Unless other payment conditions are stated in the proposition, the invoices and advance and other fee notes of PNO shall be payable within 30 days of the invoice date. If the amounts payable have not been settled within this period, without any notice of default being required, the principal shall owe default interest on the outstanding amount at a rate that is equal to the statutory commercial interest rate as referred to in Book 6, Section 119a, of the Netherlands Civil Code, to be calculated on the invoice amount on a monthly basis. If the payment is not made within six weeks of the invoice date, PNO shall be entitled to suspend performance of the engagement.
4.7 All judicial and extrajudicial costs incurred in connection with the collection of any amounts payable by the principal, shall be for the principal’s account. Extrajudicial collection costs are calculated at 15% of the total amount payable, subject to a minimum of EUR 500. In the event of a joint engagement, the principals are jointly and severally liable for the settlement of the fee note, irrespective of the name on the invoice.
5. Duration and termination of the engagement
5.1 Apart from the efforts of PNO, factors and circumstances that are entirely or partially beyond the control of PNO may also determine the duration of the engagement. Although PNO strives to carry out its work in accordance with the schedule, PNO is unable to state precisely in advance on which date and with which resources the engagement is completed. If the target date and/or the agreed resources are exceeded, PNO shall notify the principal as quickly as possible. The engagement is completed in financial terms once the principal has settled the final invoice. Items delivered to the principal shall remain the property of PNO until all amounts owed by the principal on whatever basis have been settled in full.
5.2 Each engagement – or another agreement between the client and PNO – has a fixed term of three years unless, specified otherwise. This fixed term extends automatically for a period of one year, each time if the engagement provided to PNO is not yet completed. In case for extending, each party is entitled to terminate an engagement by letter with observing the notice period of 3 months.
5.3 The engagement can be terminated early if the principal or PNO can demonstrate that the work is not being or cannot be carried out in accordance with the proposition and any engagement specifications recorded in writing at a later date. In that case, the parties shall observe a notice period of one month. If the engagement is terminated early, all the work carried out by PNO shall be remunerated as usual, without any entitlement or right of whatever nature accruing to the principal.
5.4 If the principal and PNO have agreed a fixed price for the engagement, with part of the price being paid as an advance and the balance being invoiced once the engagement has been completed, and if the engagement is terminated early, the amount payable shall be set on the basis of hours worked. In any such case PNO shall apply the applicable rates, subject to a minimum hourly rate of EUR 250, excluding VAT. In all cases, the principal shall owe PNO an amount equal to the average monthly fee charged by PNO prior to the early termination, to be calculated over the length of the notice period.
5.5 Each of the parties is entitled to terminate the engagement without observing the notice period if the other party is dissolved or liquidated, is insolvent, requests a suspension of payments or discontinues its business.
6. Liability and force majeure
6.1 Although PNO performs each engagement carefully and to the best of its understanding and ability, PNO cannot provide any guarantees in relation to the results of the studies it conducts and the advice it provides. PNO is liable to the client for the demonstrable loss or damage suffered by the client as a direct consequence of an attributable and culpable professional error committed by PNO. Each liability is limited to the amount paid out under the professional indemnity insurance or the general liability insurance of PNO, increased by the risk applicable to PNO in that case. Notwithstanding the foregoing, the liability of PNO shall in all cases be limited to twice the amount of the invoices sent by PNO to the client in the context of the engagement in question.
6.2 If, when entering into obligations, the existing grant regulations and/or other circumstances change, through no fault of PNO, to such an extent that the engagement cannot reasonably be performed as a consequence, PNO is not required to fulfil any obligation.
6.3 Each claim to compensation in respect of natural persons, employees, directors or companies employed by PNO or with which/whom PNO has entered into agreements in connection with its business operations and which/who can be held fully or partially liable for the loss or damage, is excluded. The aforementioned natural persons and legal entities can invoke these general terms and conditions in relation to the principal by way of a third-party clause.
6.4 The principal indemnifies PNO – and the aforementioned natural persons and legal entities – for third party claims resulting from or connected with the work performed or to be performed by PNO or those persons.
6.5 Each demand for compensation shall lapse one year after the start of the day following the day on which the principal became aware of the claim and PNO as the liable entity.
6.6 If PNO engages third parties to perform its engagement, PNO is not liable to the principal for any error made by these third parties. PNO is authorised by the principal to accept any limitations to liability of third parties on behalf of the principal.
7.1 Apart from exceptions provided for by legislation or regulation, PNO is obliged to treat as confidential all information entrusted to it by the principal as confidential or the confidential nature of which it becomes aware during the performance of the engagement. Likewise, without the written permission of PNO, the principal shall not make any communications to third parties about the proposition and PNO’s working method, nor make its recommendations and/or reports available. PNO is permitted to mention the name of the client as an organisation for which PNO carries out work.
7.2 Apart from exceptions provided for by law, without the prior express written permission of PNO, no documentation produced by PNO and/or made available by PNO in the context of the services may be copied and/or published by means of print, photocopy, microfilm, by passing on, disseminating (whether or not in return for payment) or making available the documentation in question to third parties in whatever manner. In addition, it is not permitted to modify documents produced by PNO fully or partially.
8. Other terms and conditions
Any terms and conditions imposed by the principal shall not apply unless PNO has expressly accepted them in writing.
9. Other provisions
9.1 If any circumstances arise that the agreement between the client and PNO does not or does no longer provide for or that result in provisions in said agreement being null and void or being nullified, the client and PNO shall enter into consultations to seek a solution, which takes account of the nature, duration and purpose of the agreement.
9.2 If one of the provisions in these general terms and conditions is invalid, void or otherwise unenforceable, this shall not affect the scope of the other provisions in these general terms and conditions.
9.3 The agreement between the principal and PNO is governed by Dutch law. All disputes arising between the parties under this agreement or other agreements resulting from it shall be brought before the Haarlem Subdistrict Court, even if the principal is established abroad.