Services
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Terms & Conditions Vergilius Pro

General Terms and Conditions Vergilius Pro

Article 1. Definitions and Scope

  1. Vergilius Pro is a trade name of Kalmeijer Management, registered with the Dutch Chamber of Commerce under number 56077637.
  1. These general terms and conditions apply to all offers, quotations, and assignments of Vergilius Pro relating to organizational consulting, leadership development, coaching, training, project management, and interim management support, unless otherwise agreed in writing.
  1. By awarding or signing the quotation or assignment confirmation, the client declares to have received, read, and agreed to these general terms and conditions.

Article 2. Formation of the Assignment

  1. Each assignment is confirmed in writing, either by quotation or by email.
  1. The assignment confirmation explicitly refers to these general terms and conditions.
  1. The client's general (purchasing) terms and conditions are explicitly rejected unless expressly and in writing accepted by Vergilius Pro.
  1. Deviations from these general terms and conditions can only be agreed upon in writing and with mutual consent in a separate annex or side letter to the assignment.

Article 3. Fees, Expenses and Indexation

  1. The fee is agreed upon per assignment and may consist of a fixed total price (all-in), a daily rate, or an hourly rate, exclusive of VAT.
  1. Commuting within the Netherlands is included in the fee.
  1. Accommodation expenses within the Netherlands (hotel, meals, etc.) and business travel outside the Netherlands are charged to the client based on actual incurred costs.
  1. Other travel expenses within the Netherlands are reimbursed based on the then-applicable fiscal maximum for mileage allowance (currently € 0.24 per km), unless otherwise agreed.
  1. Fees may be adjusted annually on January 1 based on the development of the Consumer Price Index (CPI) as published by Statistics Netherlands (CBS).
  1. Any statutory levies or tax changes may always be passed on.

Article 4. Invoicing and Payment

  1. Invoicing takes place in accordance with the agreements in the assignment confirmation.
  1. Payment must be made within 14 days of the invoice date.
  1. If the payment term is exceeded, the client is legally in default and statutory commercial interest is due.
  1. All reasonable collection costs are borne by the client.
  1. Objections to an invoice must be submitted in writing within 5 working days of receipt; objections do not suspend the payment obligation.

Article 5. Liability and Warranty

  1. Vergilius Pro's liability is limited to direct damage resulting from an attributable failure in the performance of the assignment.
  1. Liability only arises after written notice of default, granting Vergilius Pro a reasonable period to remedy the failure.
  1. Vergilius Pro is not liable for indirect damage such as consequential loss, loss of profit, or reputational damage.
  1. Liability is in any case limited to the fee (excluding VAT) invoiced for the relevant assignment during the preceding six months.
  1. Claims for damages lapse if not reported in writing within 30 days after discovery.
  1. Vergilius Pro is not liable for damage resulting (partly) from incorrect or incomplete information provided by the client.
  1. Vergilius Pro guarantees that the work will be performed to the best of its knowledge, ability, and in accordance with the standards of good workmanship. However, no guarantee is given regarding the achievement of specific results or outcomes.

Article 6. Intellectual Property

  1. All intellectual property rights relating to documents, reports, models, training materials, work formats, advice, and other results developed or provided by Vergilius Pro in connection with the assignment remain exclusively with Vergilius Pro, unless otherwise agreed in writing.
  1. The client obtains a non-exclusive and non-transferable right to use these materials within its own organization for the purpose for which they were provided.
  1. If materials or methodologies are specifically developed for and at the expense of the client, the client also acquires the right of use within its own organization.
  1. Vergilius Pro always retains the right to reuse generic knowledge, expertise, methods, models, concepts, and working methods developed or refined during the execution of assignments in other assignments and contexts, provided that no confidential or business-sensitive information of the client is disclosed.

Article 7. Confidentiality

  1. Both parties are mutually obligated to maintain confidentiality regarding all confidential information obtained from each other in the context of the assignment.
  1. Information is considered confidential if it is designated as such or if its confidential nature can reasonably be assumed.
  1. The confidentiality obligation remains in effect for five years after termination of the assignment, unless legal obligations require earlier disclosure.
  1. Vergilius Pro is entitled to use acquired knowledge and experience in general terms, provided that no confidential or business-sensitive information of the client is disclosed.

Article 8. Termination of the Assignment

  1. Both parties may terminate the assignment prematurely with a notice period of one month.
  1. Upon termination, all work performed and costs incurred up to the termination date will be fully invoiced.
  1. Vergilius Pro is entitled to suspend or terminate the assignment with immediate effect if: a. the client fails to meet its obligations on time or in full; b. suspension of payment, bankruptcy, or liquidation of the client occurs; c. force majeure prevents further performance.
  1. Termination on these grounds does not give rise to any right to compensation for the client.

Article 9. Applicable Law and Disputes

  1. Dutch law applies to all assignments and these general terms and conditions unless otherwise agreed in writing in the assignment.
  1. Disputes will be submitted exclusively to the competent court in the Netherlands unless otherwise agreed in writing in the assignment.

Article 10. Additional Provisions for Trainings, Workshops, and Off-sites

  1. For assignments with a fixed (all-in) price for trainings, workshops, or off-sites, the following payment and cancellation conditions apply unless otherwise agreed in writing:

Payment upon award of the assignment:

  • 25% of the total price will be invoiced upon award of the assignment and is immediately due.
  • The remaining amount will be invoiced no later than 30 days prior to commencement of the work.
  • Regardless of the client's internal payment terms, the full invoice amount must be fully paid before commencement of the work.

Cancellation by client:

  • The advance payment invoiced upon award is non-refundable in all cases.
  • In case of cancellation more than 3 months prior to commencement, only the already invoiced advance payment is due.
  • In case of cancellation between 3 months and 1 month prior to commencement, 25% of the remaining total price (in addition to the advance payment) is due.
  • In case of cancellation within 1 month prior to commencement, 50% of the remaining total price (in addition to the advance payment) is due.
  • In case of cancellation within 7 calendar days prior to commencement, the full total price is due.

2 In case of rescheduling at the request of the client, it will be reasonably assessed whether already incurred costs or lost revenue are still due.

Article 11. Force Majeure

  1. Vergilius Pro is not obliged to fulfill any obligation if prevented from doing so due to force majeure.
  1. Force majeure includes, but is not limited to: illness of the contractor, pandemics, government measures, natural disasters, fire, business interruptions, power outages, technical failures, strikes, or failures of third parties engaged by Vergilius Pro.
  1. In case of force majeure, Vergilius Pro will inform the client as soon as possible.

Article 12. Third-Party Liability

  1. Vergilius Pro is not liable for shortcomings or damages caused by third parties prescribed by the client or engaged by Vergilius Pro, unless in the case of intent or gross negligence on the part of Vergilius Pro.

Article 13. Data Protection

  1. Vergilius Pro processes personal data solely for the execution of the assignment, in accordance with the General Data Protection Regulation (GDPR).
  1. Personal data will not be kept longer than necessary and will not be shared with third parties without prior consent, unless legally required.

Article 14. Amendments to the General Terms and Conditions

  1. Vergilius Pro reserves the right to unilaterally amend these general terms and conditions for future assignments.
  1. Amendments will be communicated to the client in writing at least 30 days before taking effect.