Delivery terms and conditions
The following general terms and conditions apply to the activities of 3pm the sustainable mobility company (hereafter: 3pm):
The general terms and conditions apply to all offers, work, quotations and agreements for advice between 3pm and clients or their legal successors, unless explicitly agreed otherwise in writing.
2. Basis for quotations
Offers of 3pm are based on the information provided by the client. The client guarantees that, to the best of his knowledge, he has provided all essential information for the design and execution of the research. 3pm will perform the consultancy services to be provided to the best of its knowledge and ability and per the requirements of good craftsmanship. This obligation is a ‘best efforts obligation’ as the achievement of the intended result cannot be guaranteed.
3. Provision of information, employees and workspace by the client
To ensure that the execution of the order is carried out properly and as far as possible according to schedule, the client shall provide all documents and information required by 3pm in good time. This also applies to the provision of employees from the client’s organisation who are (or will be) involved in the activities of 3pm. If both the client and 3pm prefer the work be performed at the client’s offices, the client will provide a workspace with an internet connection at its location free of charge.
4. Involvement of third parties in the execution of the order
The involvement or engagement of third parties in the execution of the order by the client or by 3pm takes place exclusively in mutual consultation.
5.1 Change advisory team
3pm may, in consultation with the client, change the composition of the advisory team if it believes this is necessary for the execution of the assignment. The change may not reduce the quality of the consultancy services to be provided, nor adversely affect the continuity of the assignment. A change in the advisory team may also take place at the request of the client in consultation with 3pm.
5.2 Mutual non-solicitation of personnel
None of the parties may, during the execution of the assignment and within one year after termination of the assignment, employ or offer employment to personnel of the other party without prior consultation with the other party.
6. Rates and costs of the assignment
The rates and the subsequent estimated costs of a quotation include secretarial expenses, travel hours, travel and accommodation expenses and other assignment-related expenses.
7. Payment terms
The declaration rate, as stated in the quotation, will be adhered to. Payment must be made within 14 days of the invoice date. If the client is in default or fails to meet one or more of his obligations in any other way, all reasonable costs for obtaining payment shall be for his account, both judicial and extrajudicial. If several clients issued the order, all clients are jointly and severally liable for the fulfilment of the obligations as indicated in this article (regardless of the invoice ascription).
8. Modification of the order or additional work
The client accepts that the schedule of the assignment may be affected if parties agree in the interim to expand or change the approach, working method or scope of the assignment or the resulting activities. If the interim change in the assignment or the execution of the assignment is caused by the client, 3pm will make the necessary adjustments to maintain quality of service. If such an adjustment leads to additional work, this will be confirmed to the client as an additional assignment.
9. Duration and conclusion of the assignment
In addition to the advisory team’s efforts, the duration of the assignment may be influenced by various factors, such as the quality of the information supplied and the cooperation provided to 3pm. 3pm can therefore not be held liable for delays in the project when the cause is beyond its control. From a financial point of view, the assignment is concluded as soon as the client has approved the final invoice. The client must notify 3pm about this within 14 days after the date of the final invoice. If the client does not respond within this period, the final invoice will be deemed to have been approved. If the client wishes to have the invoice issued by 3pm checked by a chartered accountant, then cooperation will be granted. The costs of such an audit are at the expense of the client.
10. Premature termination of the assignment
The parties may unilaterally terminate the agreement prematurely if one of them is of the opinion that the execution of the order can no longer take place per the confirmed offer and any subsequent additional order specifications. This must be substatiated in writing to the other party. If the client has proceeded to premature termination, 3pm shall be entitled to compensation on account of the resulting and plausible loss of occupancy, using the average monthly quotation amount as a starting point. 3pm may only exercise its right to premature termination if completion of the order cannot reasonably be demanded as a result of facts and circumstances beyond its control or which cannot be attributed to it. 3pm retains the right to payment of the invoices for work carried out up to that point in time, whereby the provisional results of the work carried out up to that point will be made available to the client subject to reservation. If one of the parties becomes bankrupt, applies for a suspension of payments or discontinues its business operations, the other party has the right to terminate the assignment without observing a notice period, all this subject to rights.
11.1 Counselling role
If during the assignment, the client comes across essential questions about the execution of the assignment and 3pm cannot, in their opinion, provide sufficient clarification, the client is free to appeal to the mediator to be appointed by both parties to hear his problem and to clarify the situation professionally. Likewise, 3pm is free to call upon the mediator to advise on an issue of a professional nature that has arisen in the execution of an assignment.
11.2 Mediation role
In the event of a dispute between the parties to an assignment, the mediator may be formally requested to mediate to assist in settlement of the dispute. An assignment to this effect must be given to the mediator jointly by both parties and has the express purpose of bringing the parties to an agreement. However, the decision to reach such an agreement is in the hands of the parties.
11.3 Costs of engagement
In case of mediation, the costs of engaging the mediator are for the equal expense of the parties; in case of counselling, the costs of engaging the intermediary will not be charged if the client has requested this.
3pm is obliged to maintain the confidentiality of all information and data of the client towards third parties. Within the framework of the assignment, 3pm will take all possible precautions to protect the interests of the client. Without the consent of 3pm, the client will not inform third parties about the approach of 3pm, its working method and the like, or make its report available to third parties.
3pm is liable for shortcomings in the performance of the assignment, insofar as these are the result of 3pm’s failure to exercise due care, expertise and the professionalism on which may be relied when issuing advice in the context of the assignment in question. The liability for the damage caused by the shortcomings is limited to the amount of the fee received by 3pm for its activities in the context of that assignment. In the case of assignments with a duration of more than six months, the liability referred to herein shall be further limited to a maximum of the amount invoiced for the last six months. Any claims of the client as referred to before must have been submitted within one year after the discovery of the damage, failing which the client will have processed his rights.
14. Applicable law
This agreement is exclusively governed by Dutch law.
15. Dispute resolution
All disputes which may arise as a result of the performance of the present agreement or of any further agreements which may result thereof shall be settled per the Regulations of the Dutch Arbitration Institute in Rotterdam.