General terms and conditions

Parties:
1. Knitco (“Consultant”), located in Geldrop, The Netherlands and represented by B. Knuever
2. Any party (“Client”) that requires the services of said consultant and comes to an agreement in the form of a signed quotation.

  • Article 1 Scope of the agreement

    1.1 The Consultant shall perform the Task for the Client on the terms set forth in these terms and conditions and as described a quotation which serves as the assignment agreement.

    1.2 The Consultant performs the Task as a freelancer. There is thus no employer/employee relationship between the Parties.

    1.3 The Consultant shall not be entitled to conclude agreements on behalf of the Client or otherwise to bind the Client.

    1.4 These terms and conditions will remain in effect throughout the collaboration between parties.

  • Article 2 Duties

    2.1 As long as tasks are performed, the Consultant shall:

    • perform the Tasks professionally and in accordance with applicable law
    • refrain from violating the rights of third parties
    • continuously report on the Tasks to the Client at the times and in the manner as the Parties agree
    • immediately inform the Client if the Consultant expects a significant deviation or delay from the described Tasks and timeline and state the reason(s) for the deviation or delay, the consequences hereof and how the consequences can be prevented or minimized.

    2.2 The Client shall as long tasks are performed:

    • have officers available and give the Consultant adequate information and answers to questions about the performance and nature of the Tasks
    • to the extent necessary and at their own expense, give the Consultant access to the Client’s personnel and information
    • pay any instalments of the fee for the Tasks
    • not withhold or delay approval of a Milestone unreasonably

  • Article 3 Payment

    3.1 As consideration for the performance of the Tasks, the Client pays a fee to the Consultant at amount as stated in the task description, exclusive of any VAT.

    3.2 The Parties may agree that the payment of the fee shall be paid in instalments after satisfactory delivery of each Milestone.

    3.3 The fee is exclusive of all expenses incurred by the Consultant or expenses that may be incurred in the performance of the Task unless the Parties agree otherwise in writing.

    3.4 The Client is not obligated to pay for work that the Consultant carries out beyond the description in the agreed upon task unless the Client approves such work before the Consultant begins said work.

    3.5 Invoices will be paid by the Client within 14 days after the invoice date.

    3.6 Invoices will be paid by wire transfer. Unless the Parties agree otherwise in writing.

  • Article 4 Intellectual Property Rights

    4.1 Title to any result of the Task, including materials, know-how, trade secrets, inventions, designs, patents, copyrights, trademarks and other intellectual property rights are transferred automatically to the Client, in accordance with the fee paid to the Consultant.

    4.2 The Consultant must therefore on demand transfer any result of the Task or ongoing work that the Consultant possesses, and that the Client has paid for.

  • Article 5 Duration

    5.1 The terms and conditions shall enter into force when the first quotation was signed by the client.

    5.3 The Client may terminate this Agreement at any time and for any reason with 10 working day’s written notice to the Consultant. The Client shall pay for the work that the Consultant has already carried out and/or performing until the Agreement will be terminated provided that the Task is carried out in accordance with the Agreement.

    5.4 A Party may terminate this Agreement immediately upon written notice to the other Party if the other Party materially breaches the Agreement and has not remedied the material breach within 10 days after receiving written notice of the breach of the other Party.

    5.5 Whatever the reason for the termination of the Agreement, the Consultant must within a reasonable time hand over the work of the Task that the Consultant has carried out and which the Client has paid for.

  • Article 6 Limitation of Liability

    6.1 The Parties’ liability shall be limited to the amount of the fee. This shall not apply to liability and damages occurred in respect of infringement of intellectual property rights, gross misconduct, a deliberate act of the other Party.

    6.2 The Parties are not responsible to each other for indirect loss or damage arising in connection with this Agreement unless the loss or damage is caused by gross misconduct, a deliberate act of the other Party or as a result of infringement of intellectual property rights.

  • Article 7 Confidentiality

    7.1 Any information which the Consultant acquires regarding the Client in connection with the execution of the Task shall be considered strictly confidential and shall not be disclosed to third Parties or used for any purpose other than to perform the task without the Client’s prior written consent.

    7.2 The above prohibitions shall not apply to information, i) which is publicly available, ii) the Consultant acquires in good faith from a third party, iii) as the Consultant develops on his own without the use of Client information or iv) that Consultant is required to disclose pursuant to law.

  • Article 8 Other terms

    8.1. The Terms and conditions can only be amended by written amendments to be approved and signed by both Parties.

    8.2 The Client has entered into Agreement with the Consultant in trust of the Consultant’s skills and abilities. The Consultant is not entitled to transfer rights or obligations under the Agreement to others, and the Consultant may not let the Task be performed by others without the Client’s prior written consent.

    8.3 Provisions which, by their nature and/or wording obliges the Parties after the termination of this Agreement, shall survive the termination of this Agreement for whatever reason for the termination.

    8.4 The Agreement is subject to the law of The Netherlands.

    8.5 Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by the Netherlands Commercial Court, Amsterdam. The language used in proceedings before this court shall be English. To the extent permissible under law, parties hereby waive their right to settle disputes before any other competent authority. In case this article is not valid according to the applicable law, parties agree to rewrite, adjust and/or interpret this article in a manner consistent with the invalid article.